| With the active market economy and continuous innovation of corporate governance,there are more and more disputes about the validity of corporate resolutions,but the standards of judicial practice are different.The rule of the company law on the ineffectiveness of company resolution can not solve the problem that the major shareholder damages the minority shareholder’s rights and interests through majority decision.Although the company law judicial interpretation four introduced the resolution does not establish the determination rule,but this rule has broken through the company law related provisions.What basic theory can be used as its judicial basis?This paper will start from the identification of the legal nature of the company’s decision-making behavior,and based on the general theory of legal behavior,demonstrate and analyze the basic principles underlying the legal path of the company’s decision not to establish.On this basis,the paper compares and analyzes whether the disputed path proposed by relevant scholars belongs to the background of the company’s decision not to establish before and after the establishment of the company’s judicial interpretation iv.Through specific cases,the dispute causes such as unnotified part,forged signature and exceeding authority are demonstrated and the idea of judicial determination is put forward.Put forward the view of importance of notification obligation of company resolution meeting and design the applicable rule of company resolution meeting notice.Further put forward Suggestions to improve the interpretation of the company law to better solve the balance between the autonomy of the company and the protection of shareholders’ rights and interests,urge the major shareholders to pay attention to the basic rights and interests of minority shareholders,and maintain the stable and efficient operation of the company. |
