A Comparative Study On The System Of Non-existed Resolutions Of Shareholders' Meeting

The cognizance,the effectiveness evaluation of flawed resolutions of shareholders' meeting and the following judicial procedures,are collectively referred to as resolution flaws system of shareholders' meeting.The system always has two legislative modes:one is dichotomy legislative mode,the other is trichotomy legislative mode.According to the present provisions of Company Law of our country,the flawed resolutions of shareholders' meeting can be divided into two kinds:the reversible resolutions and voided resolutions.But according to the relevant content of the draft of the judicial interpretation four of Company Law promulgated in 2016,our country will add another new type of flaws----non-existed resolution.However,we are quite strange to this flaw,academic fields also lack the thorough inquisition to it.It's worthy to study on its connotation and the necessity of this provision,and to discuss whether the provision is reasonable or not.There are three chapters,excluding introduction and concluding remarks.Chapter 1 introduces the current situation of research on the system of non-existed resolutions in China.Many Chinese scholars agree with the establishment of the lawsuit of non-existed resolutions,and they take the doctrine of legal actions as the theoretical basis of the lawsuit.And non-existed resolutions is defined as invalid resolutions.I don't agree with the mainstream view.The resolution is not a legal act.Because procedure is important to resolution,I'm more inclined to define the resolution as a form of meaning.Chapter 2 introduces the system of non-existed resolutions' extraterritorial legislation and judicial status quo.Japan is the country that establishedthe lawsuit of non-existed resolutions earliest.Discussion and judicial practice that related to it are very rich.Through the research on related system in Japan,I think,in order to find a new theoretical basis of the system,we can learn from Japan's practice,finding it from legal principles of Company Law.In addition,Taiwan and Germany are also the objects of this comparative study.Chapter 3 mainly discusses the construction of the system of non-existed resolutions in China.The purpose of the comparative study of Japan,Taiwan and Germany is to construct the system of non-existed resolutions of shareholders'meeting in our country.We can learn from the relevant content of the draft of the judicial interpretation four of Company Law,there is a certain deviation in the understanding of the concept of non-existed resolutions.It means that there are serious flaws in the procedureof resolution,including resolution does not exist in fact and the resolution does not exist in law.Based on this,the article 4th and the article 5th need to make some changes.