Research On The Legal Issues Of Corporate Defective Resolution In China

The general meeting of shareholders? and the board of directors? function as the decision-making body within a corporation.If the decision making is defected,in procedure(e.g.,quorum is not met)or in content(e.g.,resolutions that break the law),the corporation and its stakeholders' interests will be affected,sometimes,significantly.Remedies and repairs after the defected decisions are important to protect corporation and its shareholders' rights.These repairs are the last defense for stakeholders' interests,because without such repairs,decisions will be enforced and hurt them.However,this field was relatively ignored by scholars in previous study,especially the ADRs(Alternative Dispute Resolution)as one method of remedies.This article focusses on the reasons and legal effects of this problem and measures intended to correct the defected resolutions.In recent years,corporation defected decisions have caused several legal disputes in China,and have aroused debates between scholars.As a reaction to the practical needs,several articles that are specialized in regulating corporate defected decisions were added in newly passed laws this year:General Provisions of the Civil Law of the People's Republic of China(Effective Date 1 October 2017)? by People's Congress,and Provisions of the Supreme People's Court on Several Issues concerning the Application of the Company Law of the People's Republic of China(IV)(Effective Date 1 September 2017)by Supreme People's Court.?The goal of this article is to analyze the new legislation provisions and to compare it with other civil law jurisdictions,to clarify the theories related to corporate defected resolutions,to find out legal characteristic of defected corporate resolutions,reasons of the formation of problems of defected corporate resolutions,the legal effects of those resolutions,and solutions to those problems,and to give out suggestions on future amendments and improvements to law.