The Research On The Alternative Judicial Remedies Of Corporate Deadlock In China

Regarding to the judicial relief of corporate deadlock,China had experienced a process from scratch,which is undoubtedly a great progress in corporate legislation.However,it should be seen that in addition to the judicial dissolution,the corporate law has not designed other measures to help shareholders exit.The judicial dissolution is the only relief measure in China at present,which is at the cost of eliminating the corporate personality.Therefore,it is more aggressive toward root cause than curing,and can not quickly address the more and more complex problem.In contrast,the judicial relief system of the corporate deadlock in the outside,because its research started earlier,formed a variety of corporate deadlock judicial relief remedies,such as compulsory shares purchase,appointed bankruptcy administrator or custodian,designated temporary director,direct judicial authority and judicial dissolution,etc.,and the judicial dissolution has always been the final relief measures.Thus our country can draw on the experience of the judicial relief of the corporate deadlock in the outside,and combined with our country corporate legislation to design our alternative judicial relief measures,and improve the system of judicial relief of the corporate in China.In addition to the introduction and conclusion,the paper consists of three parts:The first part mainly analyzes the basic problems of the alternative judicial relief remedies,focusing on the corporate deadlock itself and its alternative judicial relief remedies.First of all,there is a discussion of the basic issues of the corporate deadlock in order to clarify what it is.Then there is the interpretation of alternative judicial relief remedies.This paper argues that the alternative judicial remedies must meet two basic requirements: it must be able to resolve the corporate deadlock disputes,and avoid the disadvantages of judicial dissolution.The two requirements show the value function of the alternative judicial relief remedies.Finally,an overview of the existing corporate deadlock judicial relief remedies except judicial dissolution,and to clarify the specific scope of the alternative judicial remedies.The second part is about the domestic resource analysis of the construction of alternative judicial relief remedies of the corporate deadlock in China.This part mainly combine the current situation of the existing corporate deadlock judicial relief remedies in China,analyzes the existing deadlock relief remedies and points out problems,and find the local legislativeresources in company law which can provide auxiliary assistance to establish the alternative judicial relief remedies.This paper argues that,at present,the judicial dissolution is the only way to deal with the corporate deadlock.But in fact,the current corporate legislation such as objection shareholder buyback claims,corporate separation,one-man corporate and cancel the minimum registered capital,etc.,which provide a thinkable direction for our country judicial alternative relief remedies.On the basis of the joint analysis of the existing others judicial relief remedies and the practice of corporate legislation,this paper argues that we should choose compulsory shares purchase and forced corporate separation as alternative judicial relief remedies of corporate deadlock.The third part is about the concrete construction of the alternative judicial relief measures in China,including the guiding principle,the matching procedure,the compulsory shares purchase and forced cooperate separation of two specific judicial relief measures,as well as the connection of the relief remedies with the judicial dissolution.The guiding principle should include business subjects maintain,exhaustion of internal remedies,balancing of interests,avoid secondary deadlock,etc.Meanwhile,about the matching procedures,the courts should prioritize judicial mediation,use the right of interpretation reasonably and prevention of malicious litigation.The specific construction of compulsory shares purchase is focused on the subject of acquisition,valuation of equity value and specific application.This article thinks that the company and other shareholders as the acquisition subject is not controversial,but considering the capital maintenance,other shareholders should be first subject.Due to the complex cause of corporate deadlock,the sue shareholders have the right to purchase under certain conditions in order to balance the interests.About the equity price,it should be with full respect for parties' autonomy.And the parties determined price or selected professional appraisal institutions.When they are unable to agree on it,it should be decided by the court.Then the value of equity evaluation for shareholders sued a day before the base day is advisable.As for the specific operation of the compulsory shares purchase,the shareholders' intention should be considered first and then is the shareholders' fault.The separation of the corporate shall be adopted when the compulsory shares purchase cannot be applied or the application may be unfair.It is that premise that the corporate is suitably discrete,and the shareholders apply for starting up the forced corporate separation.If others shareholders oppose the measure,they could evident the corporate is not fit to separation.Then the court,based on the evidence submitted by two parties,would decide whether toforce the corporate to separate.And the court is preferable to apply the derived separation of the corporate.When the above two relief remedies can't work,the corporate would have to be judicial dissolution.In the connection between the above two alternative relief remedies and the judicial dissolution,the above two alternative relief remedies are prepositional procedure.About the content cohesion,it is mainly aimed at the claims and accepting conditions.This paper argues that in the current situation of corporate deadlock relief under the circumstances of "dispute for dissolution of the company",alternative relief appeals should be put forward in the company deadlock judicial dissolution lawsuit,and the conditions of acceptance should be in accordance with it.