Research Of The Effective Of Defective Resolution Of The Shareholders' Meeting

As the corporation is one of the most important subject in the modern economy,perfecting the management structure of companies,protecting the interests of shareholders and improving the efficiency of business decision-making of companies becomes not only the focus of the theoretical research of the company law,but the focus of the legislation and judicature of the company law.Therefore,the important guarantee of maintaining China's economy improvement is to make a better protection of shareholders' right,to improve the standard of companies' governance structure and market behaviors and to handle the interest conflicts properly between shareholders and between shareholders and companies.The resolution relief system of stockholder meeting,as a key part in the corporate governance system,not only influence the operations and development of the company itself,but is the legislation guarantee of shareholders' equity,transaction security and commercial order.According to the General Principles of Civil Law,the character of the shareholders' meeting's resolution is recognized as a civil legal act.The Provisions of the Supreme People's Court on the Application of the certain issue in the "Company Law of the People's Republic of China IV"(hereinafter referred to as "Judicial Interpretation IV")increases five reasons for the unestablished resolution of the shareholders' meeting.From then on,the legislation model of China has turned to Trichotomy from Dichotomy which perfects the theory of the resolution relief system of stockholder meeting.However,through the specific analysis of legislative provisions and judicial cases,it is found that many disputes in judicial practice cannot be properly resolved.For example,the reason for the invalid resolution of the shareholders' meeting is too simple and general,and it cannot satisfy the determination of the invalid cause in the judicial practice.In the judicial practice,it is extremely easy to confuse the reason for the revoked resolution of the shareholders' meeting and the reason for the nonestablishment.It is because the legislation does not clarify the difference between the revoked resolution and the unestablished resolution in the aspect of produce defects.What's more,there are also some defects in the legislation,such as no definition between slightly defects and substantial impact in the discretion produce.Therefore,there are many shortcomings that need to be improved in the resolution relief system of stockholder meeting.Although the resolution of the shareholders' meeting is regarded as a civil legal act in Chinese laws,there are still many different opinions about the characters of the shareholders' meetings' resolution in the legal profession.Different identification of the nature of the resolution will result in a different pattern of the resolution relief system.Starting from the nature of the resolution of the shareholder meeting,the civil legal act attribute of the resolution of the shareholders' meeting is determined.Therefore,the effective requirements of the shareholders' meetings' resolution are the similar as the civil legal acts: the precondition is the establishment of the resolution of the shareholders' meeting and the necessary condition is the validity of the resolution of the shareholders' meeting.According to the different establishing requirements and effective requirements,the types of resolutions of the shareholders' meeting include: establishment defects and effectiveness defects,procedures defects and content defects.The type of resolution of the shareholders' meeting affects the way in which the resolution of the resolution of the shareholders' meeting is determined.Based on the difference between the procedure and the content,the "dichotomy" method divides the effective of defect resolution into revocable and invalid.However,the "dichotomy" approach has natural theoretical flaws and is not conducive to the solution of real problems.The "trichotomy" classifies the effective of defect resolution into revocable,invalid and unestablished based on the existence of establishment defects and effectiveness defects,procedures defects and content defects.In Korea,which adopts the "quadruple method",the effect of the resolution is deemed to be revocable,invalid,unestablished,and cancelable or changeable,but this sort method violates the principle of judicial autonomy.Therefore,the "trichotomy" is the most effective way to determine the attribute of the resolution of the shareholders' meeting.Different effective forms of defective resolutions of shareholds meeting brings in different legal consequences and correaponds different methods of reliefing defects.The remedies for the effectiveness of shareholders' resolutions can be divided into two types,one is to remedy the effectiveness of the resolution of the shareholders' meeting by their own strength,and the other is to remedy the resolution of the shareholders' meeting through judicial remedies.Regardless of which way,it is crucial to improve the shareholder meetings;resolution institution.Therefore,a remedy is needed for careful discussion.Finally,through the summary and analysis of the full-text content,to improve the effectiveness system of the shareholders' meeting resolution,we can start from the following aspects: First,formulate more detailed and specific legislative provisions on the legislation of the shareholders' meetings' resolution,in order to resolve the legal issues concerning invalid resolutions properly;Second,carefully distinguish the resolutions of the shareholders' meeting from being established and revocable,in order to avoid the confusion of referee standards in judicial trials;Third,introduce two forms of pre-litigation relief: withdrawal of resolutions and ratification of resolutions.Since these two remedies exist before the lawsuit,they can improve the efficiency of the company's resolution formation,and also help reduce the company's operating costs;Fourth,further refine the determination of minor defamatory and substantive effects in the discretion rejection system and enhance the applicability of the discretionary refusal system;Last but not the least,Fifth,increase the types of referees in the resolutions.In this way,the legal consequences of the resolution and the protection of the dilemma between goodwill third parties could be resolved.