Study On Theact Preservation In Corporate Resolution Defect Litigation Of China

Corporate resolution defect litigation is aimed at correcting the substantial and procedural defects during the process of corporate resolution in order to ensure its validity and protect the legitimate interest of both shareholders and companies.However,Article 22 of Corporate Law of People's Republic of China,which is the only provision that governs the issue,is too ambiguous and has led to many difficulties in legal practice.The third item of the Article has been especially controversial.To solve this problem,the Supreme Court elaborated the application of the corporate resolution defect litigation system in its fourth jurisdictioninterpretation(draft)and formulated the act preservation system in corporate resolution defect litigation for the first time,which can help improve the current system regulated in Article 22.Since the act preservation system has only been applied in our legal practice for a short time and it is introduced in company law for the very first time,I think it is valuable to study the system from both the theory and the practice aspects.This paper studied the current corporate resolutiondefect litigation system based on both legal theories and judicial practices and explained the necessity of the act reservation system.In the end,the paper gave some suggestions on how to solve the problems concerned.This thesis is divided into four parts:The first part is the basic theory of corporate resolution defect litigation,which acts as the preparation for the following discussion.Firstly,I introduced the regulations on the litigation in PRC Corporate Law,which introduced through its amendment the current litigation system in 2005.Courts apply these regulations to correct the defects of corporate resolutions.Secondly,I studied the fourth jurisdiction interpretation(draft)on the application of the corporate resolution defect litigation system.Compared to the regulations of Corporate Law,the interpretation is more detailed on some specific problems of the litigation system.More importantly,the interpretation talked about the Act Preservation issue for the first time.At last,I referred to Act Preservation System in Civil Litigation Law as an essential supplement.The second part is a case study of corporate defect litigation.I selected 432 corporate resolution defect cases from the database of China Judgments Online(an government website)and studied all the cases from their number,area distribution,first and second trials,etc.The case study is aimed at finding out the problems of the litigation system in legal practice.The third part is about the comparison of the litigation systems of China and Germany.This part also discussed about the things we can learn from the litigation abuse problem which Germany has been confronted with.As the origin and also the model of corporate resolution defect litigation system,Germany is very experienced in both the legislation and legal practice of the litigation system.Therefore,it is important for China to take lessons from Germany's experience to avoid the same litigation abuse problem from happening again.The fourth part is concerning some proposals to the corporate resolution defect litigation system of our country.We should apply the act preservation system correctly and improve our litigation security system,which includes setting a more definite and clearer amount limit of the security.