Research On Legal Reasons Of Corporate Judicial Dissolution

Article 183 of the "Company Law" in China for the first time legally determined the dissolution of the judiciary,but excessively vague terms gave the judges great difficulty in the judgment.The Guiding Case No.8 issued by the Supreme People's Court clearly stated that “operational management difficulties” refers to “difficulties in management”,focusing on serious human rights barriers among shareholders,organizational and management structure imbalances,and difficulties in management from the perspective of literature and justice.Should include the corporate deadlock(interviews between shareholders)and shareholder oppression(confrontation between majority shareholders and minority shareholders),in order to protect the interests of minority shareholders,and in practice cases of dissolution due to shareholder oppression,and therefore,shareholders The oppression should be included in the judicial dissolution of statutory reasons;"shareholder interest" does not mean that the interests of individual shareholders are lost,but refers to the loss of the interests of all funders caused by the company's failure to operate the company,and the interests of shareholders are particularly impaired.Damage to the whole,rather than individual specific interests,has been impaired;“by other means” cannot be understood mechanically as a pre-procedure for the dissolution of the exhaustion of other remedial procedures as a shareholder.The first three paragraphs of Article 1 of the “Corporate Law Interpretation(II)” enumerate several forms of corporate deadlock by way of enumeration.The fourth paragraph “Other serious difficulties in operation and management” leaves a large space for the application for dissolution companies.Through comparative research and drawing on the mature legislation and rich judicial experience of Western countries,in legislation,it is proposed to broadly understand Article 183 of the "Company Law," and to use shareholder oppression as the statutory cause for judicial dissolution.At the same time,we will reform and improve the alternative remedy measures for the judicial dissolution of our country,and introduce compulsory buyout of equity and the delisting system of shareholders to establish a comprehensive,three-dimensional alternative relief system.In terms of the judiciary,we insist on the principle of maintaining corporate principles and protecting the rights and interests of shareholders and other stakeholders so that judicial power can reasonably and modestly intervene in corporate autonomy,exert its functions as a barrier,maintain the legitimate rights and interests of small and medium shareholders,and optimize the allocation of resources.To achieve social fairness and efficiency.