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Revocation Of Resolutions Of Shareholders' Meeting And Adjustment Of Interest Of The Third Party

Posted on:2019-05-14Degree:MasterType:Thesis
Country:ChinaCandidate:J DuFull Text:PDF
GTID:2346330545980218Subject:Civil and Commercial Law
Abstract/Summary:PDF Full Text Request
In modern corporate governance,resolutions of shareholders' meetings have a very important position because of they are characterized by special legal actions.Whether it is procedural or content,it will affect the effectiveness of the resolution of shareholders' meetings.At the same time,it also affects the interests of the company,shareholders and third parties,and even more likely to affect the security of the transaction.The revocable resolution of the general meeting of shareholders is an independent type of deterrence.Because it has a great influence on the shareholders,the company and even the third party.In addition,under the principle of"Capital majority decision",it is easy for major shareholders to crush the small and medium shareholders.The revocable system is good at balancing the big and small shareholders.Article 22 of the current "Company Law" in China has already provide the system,but the provision is too simple for the system,and there is no mention how to adjust legal relationship when the resolution is revoked.So,This article hopes to guaranteeing the normal operation of the revocation system while playing a role in safeguarding the rights and interests of small and medium shareholders.This is the goal that the writing this article hopes to reach.It also hopes to make a little contribution to the development of judicial practice in the future.This article follows the ideas of finding problems,analyzing problems,and solving problems to study.First of all,the best plan for third party interest adjustment is to analysis of the cause and scope of the reversal of the resolution of the shareholders meeting from the procedural law violation and content violation.Combining some case studies can eliminate the application of the cause in practice.It not only help establish the authority and seriousness of company resolutions,but also help maintain the stability of transactions with third parties.Second,it discusses in detail the relationship between the canceled of resolutions and third parties.From the perspective of discussing the nature of the resolutions of the shareholders' meeting,this article believes that the resolution is a group-specific legal act,the traditional civil law cannot completely solve the company's problems.In addition,the author against the statement that the company's internal relations are absolutely separated from the external relations.The author believes that the effectiveness of the resolution and the third party should be analyzed according to different types of transactions.The relationship is different in regular transactions and irregular transactions with third parties.finally,according to the previous statement,This article considers that not only the third party has the obligation to review by law,but also a third party should be subject to a review obligation from the perspective of legal interpretation,because these transactions may be related to the survival of the company.In these major transactions,the resolutions of the general meeting of shareholders have an"overflow" effect and have externalities.In addition,this article still insists on protecting third person without fault,but considers that the standard should be based on the nature of the transaction.Finally,it discusses the problem that how to balanced the effect of judgment.The last part is a summary of the previous point of view.
Keywords/Search Tags:shareholders' meeting, the revocable resolution, third party, balance of interests
PDF Full Text Request
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