Study On The Litigation Of Rescinding Shareholder's Resolution

Since the resolution annulment lawsuit has been established,there has been a contradiction between the legislative purpose of safeguarding the interests of shareholders,safeguarding the justice and legality of the internal behavior of the company,respecting the autonomy of the company,and ensuring the stability and efficiency of the company's relations.In order to solve the problem of abusive prosecution and seek the balance between procedural justice and substantive stability,many scholars have put forward suggestions to improve the resolution to revoke the litigation system,including changing the functional orientation of the system and limiting the scope of litigant parties.With the introduction of discretionary rejection system and other measures,this paper focuses on the discussion of the existing issues,mainly into four parts to explore the balance of resolution revocation system in the way of conflict response.The first part,discriminates the function orientation of the resolution annulment action.The resolution annulment lawsuit has both the function of protecting individual interests and the function of lawful control of resolution.The current law defines the fundamental function of resolution revocation lawsuit as "legal control of resolution" to supervise and urge the legal operation of the company.To protect the rights and interests of minority shareholders.However,the current functional positioning leads to the low threshold of litigation for resolution revocation,and the abuse of the right of action is likely to occur in practice,and some scholars have refuted the existing legal provisions.It is suggested that the functional orientation of resolution revocation action be returned to the dimension of protection of individual rights and interests of shareholders.After analyzing the arguments of the two views,It is considered that,in the present economic environment of our country,the legal control function is more appropriate as the fundamental function of the litigation system which resolution are revoked and the application standard of the relevant system should be further clarified on the basis of the above,and the applicable rules of the resolution revocation system should be changed appropriately.Response to the case of abuse in practice.The second part,the clear resolution annulment of the parties to the scope.According to the relevant provisions of the Company Law and the interpretation of the Company Law,plaintiff,who decided to revoke the lawsuit,is the person who has the status of shareholder at the time of the prosecution,but there may be inconsistencies between the various evidence used to characterize the qualification of shareholders in determining the status of shareholder.Considering that the withdrawal of defective resolution is a dispute between the internal shareholders of the company and the company,plaintiff s qualification should be confirmed in principle on the basis of the register of shareholders and the contents specified in the articles of association.A hidden shareholder has the right to file a resolution revocation action when he actually participates in the management and is recognized by other shareholders and the company.Plaintiff is fit to discuss the withdrawal of the lawsuit.The shareholder status is easy to change,when the resolution does not have the shareholder qualification,the resolution after the establishment of the shareholder qualification of shareholders have the right to rescind the resolution;The original shareholder who is qualified as a shareholder at the time of the resolution but loses his status as a shareholder during the exercise of the revocation right shall not have the right to file a motion for revocation of the resolution;If the shareholder qualification is transferred in the course of litigation,it shall be dealt with in accordance with the principle of invariance and succession of the litigant.Plaintiff's shareholder shall continue to participate in the lawsuit,and the transferee shareholder may participate in the lawsuit as a third party without independent right of claim.And directly accept the outcome of the proceedings.In general,whether a shareholder is present at a meeting and the voting at the meeting does not affect the shareholder's right to sue,only if the shareholder is present at the meeting but does not object on the spot to a procedural flaw based on his or her own existence,The shareholder is prohibited from filing a resolution revocation action against the defect;Non-voting shareholders without the right to vote,but also bound by the defective resolution,is also the resolution to revoke the suit of plaintiff.In order to reduce the abuse and balance the contradiction between procedural justice and commercial efficiency as far as possible,it is suggested that the law should restrict plaintiff shareholders'shareholding share or holding time appropriately.According to the nature of the annulment,directors,supervisors,company managers,company employees and other interested parties are not appropriate plaintiff.The company is the only appropriate defendant to withdraw the lawsuit,and the people s court in the place of residence of the company has jurisdiction over the case.If defendant is wrongly listed in the prosecution,the court shall inform plaintiff of the change of fitness defendant or reject the prosecution.The third part,determine the scope of application of the resolution annulment action.Defective resolutions can be divided into three types:resolution is not valid,resolution is invalid,and resolution can be revoked.When distinguishing the three resolutions,we should first judge whether the severity of the flaw has affected the establishment of the resolution.The general procedural defects should be dealt with in accordance with the circumstances in which the resolution can be rescinded to determine whether the content of the resolution is in violation of the mandatory provisions of the laws and regulations in the case of a resolution that has been established.The specific reasons why the resolution can be revoked include illegal convening procedure;illegal voting method,and violation of the articles of association of the resolution.The fourth part,through the system design,pursue the function balance of the withdrawal of the resolution.First,through the reasonable application of the litigation guarantee system,standardizing the litigation and reconciliation,being cautious in the application of the behavior preservation,making malicious litigants to bear the liability for damages,etc,to increase the cost of the indiscriminate prosecution,and to prompt the withdrawal of the right to take the right to exercise the right to effectively regulate the abuse of the right of prosecution.Second,it is clear that the operation standard of the rejection system of the cut-off amount is a minor procedural defect that does not violate the right to participate in the shareholders and the right of the two basic shareholders,and the court should reject the plaintiff s withdrawal request and maintain the entity stability of the company s internal legal relationship.In the end,it is reasonable to take advantage of the defect of the calling program.The non-procedural forms of defect healing,such as the exemption,the withdrawal of the resolution,the resolution of the resolution,and the like,minimize the party s burden of action and balance the conflict between the interests of the shareholders and the commercial efficiency of the company.