Research On The Legal Issues Of Shareholder's Defective Resolution

As the most important subject of market behavior,company directly affects the development of market economy.Therefore,standardizing the company's behavior plays a vital role in protecting the interests of shareholders and creditors and promoting China's economic development.If the resolution of the shareholders' meeting is flawed,it will inevitably affect the legitimate rights and interests of shareholders and the internal governance of the company,and even affect the credibility of foreign civil and commercial acts.With the increase of the judicial interpretation of company law four,the litigation system of resolution flaws of shareholders' meeting has been improved to a certain extent.However,in general,the provisions on the identification of resolution flaws of shareholders' meeting in China are relatively brief and principled,and the application and understanding of judicial practice are not entirely consistent.Therefore,the main purpose of this paper is to standardize and improve the resolution flaws of shareholders' meeting.The criteria and remedies for the cause of defects will improve the possibility of litigation remedies and non-litigation remedies for defects in shareholders' resolutions.The main content of the article is divided into four parts.The first part is about the legal interpretation of shareholder's meeting resolutions.On the basis of introducing the connotation of shareholder's meeting resolutions,the article deeply analyses their legal attributes and effectiveness.There are many theories about the legal attributes of shareholders' meeting resolutions in the theoretical circles,such as the theory of formation of group will,the theory of joint action,the theory of multiple legal acts and the theory of single legal acts.This paper holds that the provisions of the general principles of civil law should be strictly implemented,and that the resolutions of legal persons in companies should be included in the system of civil legal acts,which is related to the defective decisions of the three-part shareholders' meeting in China.Law coincides with law.In addition,it analyses the internal binding force of shareholders' meeting resolutions on shareholders,directors and supervisors,as well as the possibility of external binding force only if the executing organ acts on behalf of the company in accordance with the law.In the second part,on the basis of analyzing what is the concept of resolution flaw of shareholders' meeting,the author evaluates and analyses the classification forms of "dichotomy","trichotomy" and "quarterly division" of resolution flaw of shareholders' meeting,and draws the conclusion that the classification mode of adopting trichotomy in our country not only conforms to the theoretical logic of legal acts,but also avoids the defect of dichotomy.In addition,it is the choice of history and practice to introduce the legislative evolution of the defective form of resolution of shareholders' meeting in China and finally adopt the three-part model.The third part mainly aims at clarifying the identification reasons of revocable resolutions,invalid resolutions and non-establishment resolutions of the shareholders' meeting,and providing specific identification standards for the identification of future judicial practice and the protection of shareholders' rights.This part first introduces the foreign standards for each kind of flaw reason,secondly to collect 2018 cases as a sample case for empirical analysis,using the statistical research method from the macroscopic to show that the present situation of the defect reason,finally on the basis of the analysis case hope to refine the flaw reason shall be applicable to the specific,at the same time for some different connection with the case put forward their views.Limited by the limited samples,we have learned from foreign identification methods,and finally hope to standardize the identification standards of each kind of defective resolution,make abstract legal provisions specific,and contribute to the identification of complex and diverse judicial practice.In the fourth part,the author hopes to improve the relief system of the resolution defects of shareholders' meeting from the perspective of litigation and non-litigation,and tries to discuss the three types of plaintiff and prosecution period involved in the resolution defects litigation of shareholders' meeting.Finally,this paper analyzes the advantages and disadvantages of litigation relief and non-litigation relief,proposes the necessity of improving non-litigation relief,and introduces two ways of non-litigation relief,namely cure and withdrawal,in order to seek a balance between protecting the legitimate rights and interests of shareholders and maintaining transaction security.