Legal Research On Defective Resolution Of Shareholders’ Meeting

As the fictitious legal subject,the company usually needs to resort to the resolution of shareholders’ meeting to form a unified company will.Through the legislative provisions of the resolution and the theoretical analysis of the legal behavior of the resolution itself,we can see that the shareholders’ resolution act is a legal act.At the same time,because the shareholders’ meeting resolution has the characteristics of group,procedure and transaction,from the point of view of the formation and restriction of the expression of intention,the resolution act of the shareholders’ meeting is different from the common act and the multi-party legal act.From this,we can further know that the shareholders’ resolution acts belong to the independent type of legal acts.The legal act system about the expression of will,its defects,effectiveness and other general theories can not be used in the shareholders’ meeting resolution behavior,there is a separate theoretical structure of independent shareholders’ meeting resolution requirements and effectiveness evaluation system space."The judicial interpretation of the law of the company four" The establishment of the resolution is invalid and revocable of the validity of the "three-point law" model,that is,logical self-sufficiency,but also the needs of judicial practice in China.Under the model of "three-point method",the content of the resolution and the procedure of the resolution should be comprehensively investigated,and the classification should be made in combination with the theory and practical experience.The litigation of resolution defects should be based on the principles of efficiency,safety and justice.The resolution affirming that the resolution is valid should not be supported.The scope of plaintiff should be appropriately relaxed and the application of the system of discretion rejection should be more specific to the case.For the legal consequences of the resolution of defective shareholders’ meeting,"all of course retroactive effect" is more in line with the legal logic,and the recognition rules of "bona fide counterpart" should be based on the principle of interest measurement and individual case consideration.