Studies On The New Paths To Break Deadlock Of Company

Corporate deadlock is a sticky problem in the common operation of the company,However,the current Company Law just provides a limited way to solve problem which is to apply the company dissolution to release the deadlock.But there are still some drawbacks in the system of dissolution,The main problems are including the following two aspects: one is the unknown condition that makes the standard of the judicial system unclearly and unacuratly.The other is the cruel way to release the deadlock.But the current system design does not to search the other way to solve the deadlock before the company dissolution.The unclarity to the applyment of the judicial dissmission system will make the different judges have the different views to the same case and leads to the various verdicts.The current judicial dissolution does not establish statutory pre-procedure which causesmany consistently profitable company dismissed and the waste of resources.Due to there is no legal prepositional procedure before judicial dissolution and no other alternative measures to break the deadlockwhich make many consistently profitable company disbanded ans the waste of resources.In addition,some of the companies continue to operate although they have been sentenced to dissolve.The author thinks that,the system is designed to help discordant shareholder to escape the deadlock.So the way should not lead to damage between the shareholders and the company.Its important to help shareholders to withdraw from the company,looking for judicial dissolution of alternative measures.By referring to the system of other countries,the author found that in some developed countries,the experiences to the successful implementation of the equity acquisition system are worthy for us to deal with the company deadlock problem and provides a new way of thinking.The system can not only ensure that the company is not dissolved,but also can help the shareholders who cannot get off from the company to be aid for a reasonable price to withdraw.It can be described as the best wayto both parties.Since the compulsory equity acquisition system is very conducive to crack down the deadlock and has a strong feasibility in china,the author has a bold design to the establishment of the system in China.First of all,in order to determine the subject,the compulsory acquisition can be divided into acquisitions and passive acquisition,that is to say the subject for compulsory equity acquisition may be deadlocked shareholders,or may be a company.And then,in terms of conditions of application,there can not be as restrictive as the prosecution of judicial dissolution,and there is no need to exhaust "other ways".The compulsory equity acquisition system itself is equivalent to one of the "other ways",and the scope of the system is less applicable,so its application conditions are more lenient.Finally,the determination of the price of shares is the conflict between shareholders which is related to the interests.The stock price is the most direct expression of thebenefits so that the fair price is the focus of the system design.The price of the process is divided into three stages: consultation,"open auction" and evaluation of pricing.As a compulsory preemptive procedure for judicial dissolution,the operability of the judicial dissolution system can be improved greatly if it is possible to make the system of judicial dissolution system perfectable.Therefore,this article is divided into four parts to analyze and discuss:From the in the judicial practice also reflect that the company would be able to dissolve ultimately depends on its own business arrangement,rather than whether the dissolution of the sentence.So,withdraw from the company for shareholders to look for alternative measures of judicial dissolution,is the key to solve the problem of corporate deadlock.Through study and analysis of the system of other countries,the author found that the successful experience of developed countries compulsory share purchase system is worth learning and using for reference in our country,offers a new way for dealing with corporate deadlock in our country.The system can guarantee the company will not be dissolved,and make no return of shareholders on reasonable consideration quit from the company,is the way to solve the problem of deadlock of the best of both worlds.Since compulsory share purchase system has great advantage in dealing with the deadlock problem,and has strong feasibility in our country,the author hence the establishment of the system in our country the bold design.First of all,in the aspect of determining the main body,the mandatory purchase of shares has the initiative to apply for the acquisition and passive acquisition.That is to say,to apply for the main body of compulsory share purchase either the deadlock of shareholders,can also be a company.Secondly in terms of applicable condition,should not be like initiate a judicial dissolution proceeding too many restrictions,even without end "other ways".Compulsory share purchase system itself is equivalent to one of the "other way",and the system affecting the interests of the applicable scope is small,So the looser its applicable conditions.Finally is sure about the share price,the conflict between shareholders tend to be a conflict of interest,the price is the most direct embodiment of interests,so make sure the fair price is the key point of the system design.The author will determine the price of process is divided into three stages: negotiation,"public bidding",and the evaluated price.As compulsory prepositional procedure of judicial dissolution,if can perfect compulsory share purchase system is designed,also can make the judicial dissolution system operability is greatly increased.From dealing with the ultimate goal of corporate deadlock problem into consideration,and stand in the Angle of the shareholder benefit maximization to reflect on.Compulsory share purchase system is solving the problem of corporate deadlock,balance the interests of the parties is a system.Therefore,in this paper,chapter four analyses and discussion:The first chapter first analyzes the current situation of the legislative dissolution system and the theoretical basis of the judicial dissolution system.I found that there are some problems in the existing legislative system,such as the unknown deadlock and "other means" did not become a legal prerequisite program.Through the theoretical basis of the study,the author has obtained the original intention of the system design which is to balance the interests of both sides in the conflict.The second chapter discusses that analysising the 297 cases of judicial dissolution lawsuit make me understand the application of judicial dissolution system in judicial practice.The author found the real function of the system and the system have a lot of discrepancy for the initial designment trough the subject scope,the court attitude and judgment,further development of the company.In the third chapter,the author analyzed to break the deadlock of system in the Us and Japan firstly,.After the comparison,I found that compulsory share purchase system is the most appropriate to our legal system.The author also discusses the advantages of the system and the feasibility of establishments in China.Finally,i put forward to the advisment of establishing compulsory purchasing system in China.In the fourth chapter,the author makes a bold design of the compulsory stock purchase system,and thinks that the system should be the legal prerequisite procedure of the judicial dissolution system.According to the specific situation in our country,the author puts forward the design ideas from the main body scope,applicable conditions and the aspects of the stock price respectively.Based on the above analysis,the author believes that judicial dissolution is the most intense dispute to resolve the company deadlock which can be seen as a last resort.So the other relief measures should be established,that is to make the system of compulsory share purchaseas an alternative way of judicial dissolution.In order to make it easier to break the deadlock problem,the coordination must be existed in both parties.