On The Identification Of Validity Of Defective Resolution Of The Board Of Directors

As a modern company system,the board of directors system,its perfect or whether the proper operation and corporate governance is closely related,and then affect the company's economic benefits,social benefits and even public image.The effect of resolution of the board of directors is an important part of the board of directors system.In recent years,the defective resolution of the board of directors flawed cases.How to determine the effectiveness of the defective resolution of the board of directors has become an unavoidable problem in China's theoretical and judicial circles.The relative legislation of the flaws of resolution of the board of directors in our country although the Company Law of the People's Republic of China(hereinafter referred to as "Company Law of PRC")has stipulated the defects of the board resolution,it still shows the principle and lag;Although the Supreme People's Court's provisions on several issues concerning the application of the PRC Company Law(hereinafter referred to as " Company Law Judicial Interpretation(IV)"")issued,to a certain extent,to alleviate the above problems,but there are still different ways of thinking of the referee appeared.This shows that the legislative,judicial interpretation is still not complete,there is a need for further clearance.Based on the above background,this article is concerned about the flaws of resolution of the board of directors system.By collecting and sorting out the judgment documents about the validity of the defective resolution of the board of directors system,this paper sums up the problems faced by the validity of the defective resolution of the board of directors in practice,and analyzes these problems.At the same time,based on the previous research results,this article puts forward some opinions on the controversial points in practice.This text is divided into three parts,as follows:The first part is composed of two sections.The first section combines statistical cases,the paper summarizes and analyzes the characteristics of the case of defective resolution of the board of directors;The second section analyzes the provisions concerning the validity of the resolution of the defects of the board of directors in Company Law of PRC and Company Law Judicial Interpretation(IV),and interprets and evaluates these provisions in combination with the relevant theories.The second part reveals the differences of judgment standards on the validity of thedefective resolution of the board of directors in trial practice.This concentrated performance in five aspects: first,how to determine the resolution of the board of directors is invalid,;Secondly,if there were flaws in the procedure and voting method of the board of directors,whether the resolution of the board of directors should be found to be invalid or revocable;Thirdly,the decision of the board of directors to forge the signature of the director should be deemed invalid;Fourthly,if the resolution of board of directors was based on the defective resolution of Shareholders ' meeting,how to determine the effectiveness of the resolution of board of directors;Fifthly,how to determine the scope of judicial review on the content of resolution of board of directors.The third part puts forward the suggestion of determining the rule of the validity of the defective resolution of the board of directors.First of all,the paper puts forward the principle of determining the validity of the defective resolution of the board of directors.Secondly,combined with the second part of this article,the author puts forward some specific opinions on the validity of the defective resolution of the board of directors.