An Empirical Study On The Litigation Of Non-Establishment Resolution Of Shareholders' Meeting

As early as in 2007,XuanWu district court of NanJing sentenced a case "zhang yanjuan v.jiangsu wanhua industrial and trade development co.,LTD.,wanhua,wu liangliang,MAO jianwei",which first challenged the company law.This court believed that the company law can not fix the effect problem about the resolution of shareholders' meeting which in case.However,the supreme court did accept the view,they published this case as classical one on their bulletin.In fact,the case proved that there is another way of classification about resolution of shareholders' meeting effect problem.In August 2017,the Supreme Court published the new company law interpretation.In this judicial interpretation document,the system of the suit of non-establishment resolution of shareholders' meeting formally established in legal system.In order to research the litigation system of non-establishment resolution of shareholders' meeting,I collected more than 200 cases from Zhang's case to the end of 2018.After studying and observing all those cases,I analyzed the operation status of the suit of non-establishment revolution of shareholders' meeting from the macro and micro levels and sum up some regular facts.On the one hand,the non-established resolution litigation usually occurs in the economical flourishing regions.Withing the introduction of judicial interpretation four,the number of related litigation is in the rapid growth.However,judging from the result of the judgment,the judgment of the case is controversial,a lat of cases go through second instance and retrial procedure,reflecting the difficulties in the application of law.On the other hand,it is clear that the litigation of revolution is always associate with the problem of realness of signatures.Whether or not one resolution with signature controversy is valid?Different court may have different ways of thinking.The research sum up some typical methods and deem the theory that resolution is kind of legal act that provides guidance to correctly judge this problems.Here comes the comment of judicial interpretation 4 of the company law.First of all,the author believes that the judicial interpretation make the progress of"trichotomy" about the flaw of shareholders'meeting revolution.Existing suit system of revolution help minority shareholders protect their interests from infringement,and maintain the company resolution mechanism run in a right path.At the same time,the research also found that some problems in judicial practice,including:still have no clear boundary of plaintiff,have no clear ways of flaw types application,have no clear result about non-establishment resolution sentence,even have no clear demarcation of the flaws of non-establishment revolution.And because of the conflict of articles of laws and the problems of amendment itself,there still have some blank which can cause a lot problems,such as:have no clear result of illegal capacity convener call a meeting;have no ideal about facing improper notification and have no punishment of revolution which abused the power of specific meeting.All those research points out that the new litigation system exists the insufficiency,unsolved issues will seriously affect the resolution litigation system not running smoothly.Based on the above research,this paper puts forward some suggestions for the improvement of the litigation system of shareholders' meeting resolution suit.I suggest that first the litigation of non-establishment resolution revolution of system should pay more attention to the harmonious with other types of litigation of revolution problems.And the flaw of revolution procedure of shareholders' meeting should be more detailed classification.Meanwhile,in order to make the system become better we can learn from the experience of foreign law.At last,lawmakers need to solve those serious problem as soon as possible.