Remedy For The Defects Of Shareholder Meeting's Resolution

The resolution of the shareholders 'meeting may be defective because of problems in content or procedure.At this point,how should the validity of the shareholders 'meeting resolution be evaluated? How can relief be provided? The solution of these problems is of great theoretical and practical significance.Tt still has some points to consider in the overall system arrangement,although the present company law of China has made corresponding arrangements for the relief of defects in the shareholders 'meeting resolution,and made some responses to the problems in practice in its judicial interpretation.This article is divided into four parts to study the relief of defects in shareholder meeting resolutions.The first chapter is the theoretical analysis of the defect relief system.This chapter systematically combs the legal basis of the procedural defect relief system of shareholder meeting.Thinking that the shareholders 'meeting resolution is the product of the malpractice of the capital majority rule.In order to protect the legitimate interests of small and medium-sized shareholders,the fair distribution of interests among shareholders is realized.The defects relief system should balance the fairness of benefit distribution with the efficiency of company operation.Our company law and its judicial interpretation have already stipulated the defect relief system of shareholders 'meeting resolution,but there are still some problems.In terms of the principle of relief,the system of relief for defects should strive to maintain the stability of the resolution,to cure the defects of the resolution in a legal manner and to achieve the best possible balance of interests among shareholders.In the way of relief,it is mainly divided into judicial and non-judicial ways.The second chapter mainly studies the problems related to the judicial remedies of defective resolution.This paper focuses on the cases of revocation of the resolution,invalidity and nonestablishment of the resolution,the nature of these three kinds of appeals,the confirmation of the original defendant's qualification in the process of litigation,and the related period issues.The uniqueness of the validity of the judgment is studied accordingly.The third chapter mainly studies the problems related to the non-judicial remedies of defective resolution.This chapter divides the non-judicial remedies into four categories and analyses them systematically,namely,immunity,withdrawal,recognition of defects in the resolution,and extension of the share repurchase system.The fourth chapter is the analysis of the defects of the defect relief system in the resolution of the shareholders 'meeting.Holding that there are several problems in the existing system: unreasonable effectiveness system,unclear procedural requirements of meeting,lack of nonlitigation remedy and imperfect litigation remedy.According to the problem,we should perfect the system of resolution defect relief from four aspects.First,clear procedural requirements.Second,improve the remedy way of litigation.Third,establish feasible measures to prevent abuse.Fourth,introduce more non-litigious remedies.