An Empirical Analysis Of The Dispute About Corporate Resolutions' Effectiveness

Since the Corporation Law of 2005 introduced a lawsuit against the flawed effectiveness of corporate resolutions,the number of the company resolution effect dispute cases that the court has accepted increasing year by year,and showing the doubling growth trend.The existing literature research on the company resolution effect dispute mainly from theory to theory approach,focus on the theoretical interpretation,only a small amount of case analysis.I think,to research on the lawsuit of flawed effectiveness of company resolutions that stipulates on article 22 of the Corporation Law,it is necessary to analysis on specific cases in judicial practice.This article based on the existing theory,start with a sample case group,use empirical analysis on large sample,combine the problems found,have a definite object in view,regress to theory research,trying to provide reference for judicial adjudication,academic research and corporate governance,complete a spiral rise trajectory that from theory to practice,and then return to theory from practice and then provides guidance for practice.In the first part of this paper,the case overview of the company resolution effect dispute is statistically analyzed from five aspects.In the time distribution,geographical distribution and trial procedure statistics of the company resolution effect dispute,I find that the number of the company resolution effect dispute increasing year by year,and mainly concentrated in China's economically developed areas,the proportion of cases entering the second instance is also high,and then realized the significance of researching on the company resolution effect dispute.In aspects of litigation subject and defective cause of the company resolution effect dispute,I take the sampling method and randomly selected 300 judgments as the basic case base,found by statistics,the litigation subject situation of the company resolution effect dispute has some degree of confusion,the court have different types of judgments on the same defective cause of the resolution.The second,third,fourth and fifth parts of this article,based on the statistics of the first part,take the 300 judgments collected as the basic case base for the theoretical study of the main part of this paper.Among them,the second part is using litigation standards based on judicial practice divided the company resolution effect dispute into four types,and clear the actual value of the lawsuit confirming the effectiveness of resolution and the premise requirement that it must have contentious.The third part summarizes and differentiates the each defective causes of the three company resolutions which are not valid,invalid and revocable,and particularly proposed that Judging whether the resolution is invalid or not,we should combine the corresponding procedural flaws to comprehensively examine the substance of the content of the resolution,and can't separate procedural flaws and simply see whether the content of the resolution appears to be illegal.The fourth part is research on the litigation subject qualification of the company resolution effect dispute,the conclusion is as follows: First,the scope of plaintiffs of the revocation proceedings should be extended to directors and supervisors;Second,the disputes over shareholder qualifications do not affect their status as plaintiffs;Third,the defendant should be the dissenting shareholder when the company is canceled;Fourth,to request to confirm the resolution is valid,the company shall be one of the plaintiffs or defendants.The fifth part is research on the discretionary rejection rule,combined with theorists' support and opposition to the establishment of a discretionary rejection rule,I think: the legitimate interests of minority shareholders should be protected from infringement,standardized procedures are conducive to good corporate governance,since the judicial interpretation has established the discretionary rejection rule,its application should be strictly limited,specifically: discretionary rejection rule can only be applied to procedural defects in revocation proceedings,and flaws in the procedure must be "significantly minor",and resolutions due to procedural defects of shareholders not attending the meeting are not minor flaws,and requiring companies to bear the burden of proof on the procedural flaws of the resolution that did not affect the substantive interests of shareholders and the resolution.The last part of this article is a synthesis of the preceding four parts and then put forward the legislative and judicial proposals for improvement on the company resolution effect dispute,and it is mainly about the judicial application and the judicial adjudication,I hope this article can contributes to the aspects of unifying judicial determination,protecting the interests of minority shareholders and standardizing corporate governance.