Study On The Scope Of Judicial Review Of The Resolution Of The Revocable Shareholders' Meeting

In the field of corporate law,the discussion on the effectiveness of company resolution has always been a hot topic,and which mainly focuses on the types of effectiveness,litigation system and relief system.The rescindable shareholders'resolution has gradually evolved into an independent type of effectiveness with the advancement of fine legislation,which constitutes a "three-part situation" of the resolution's effect type.In the past two years,as a result of the introduction of<The interpretation of the Company Law(IV)>,the contents of the resolution of the revocable shareholders' meeting have been elaborated in detail.Many scholars believe that this is based on the reference to the more mature system of discretionary rej ection outside the territory,which will form the Chinese characteristics of discretionary rejection of the applicable standards.As a means of judicial intervention in corporate governance,the application of this system in trial practice also faces many problems.To answer these questions,we must adhere to the principle of interaction between theory and practice.Thus,the theoretical research can be further optimized after examining the judicial cases,so as to form the rules which are beneficial to the practical operation,which in turn can better guide and serve the judicial practice.There has been a long-standing discussion on the nature of shareholders'resolutions.This paper holds that the nature of shareholders' resolutions should belong to special legal acts,and which has the characteristics of special relations within the group as a group legal person.Therefore,the resolution of the revocable shareholder meeting is different from the general revocable legal act,which is essentially determined by the different characteristics of the legal act when it is committed as two different subjects of the body corporate and the natural person When the decision is formed,which will produce different effects both inside and outside,which requires the judge to grasp the correct principle,find out the controversial point of the problem,and resolve the dispute pertinently when the judge makes the dismissal of plaintiffs claim in the resolution of shareholders' meeting.<The interpretation of the Company Law(IV)>does not clearly explain the specific connotation of the words "defect" and "substantial influence".In practice,judges can only rely on their discretion to determine which defects are "minor" and what minor defects will not have a "substantial impact" on the resolution,which results in inconsistent trial standards.When judicial review of the resolution of shareholders' meeting which can be rescinded is made,they should abide by the principles of "non-interference in corporate autonomy","emphasis on the balance of procedural value and social cost" and "the principle of protecting the interests of minority shareholders".Through in-depth study and visualization of the scope of judicial review involving 33 cases involving the revocation of shareholders' meeting resolutions,this paper summarizes the elements considered by judges in practice and the value measurement of judgment reasoning,and classifing the relevant issues in order to form a unified discretion in the judicial trial rules.The growth of a system is by no means isolated,which needs other related supporting systems.Similarly,the exercise of the right of cancellation by resolution of defective shareholders also requires the restraint of guarantee and act preservation system in order to give full play to its value effectively and,if necessary,to take the remedy of non-litigation procedure.Due to the limitation of the review of the resolution behavior by law,it is suggested that under the relief of non-litigation procedure,the internal supervision mechanism for the prevention of conflict of resolutions should be set up as far as possible,or the shareholders should be encouraged to correct their own defects in order to achieve the balance of various values.