On The Influence Of Procedural Defects On The Shareholders'Resolution

Before the Provisions of the Supreme People's Court on the Company Law IV is enacted,a resolution is of no vail or revocable under the Company Law Article 22,of which the procedures for calling a shareholders meeting or the voting violates any law,regulation or the company's articles of association.If it's proved that the resolution can't be existent,there's no sense to judge whether the resolution is valid.The Provisions IV still arises further problems of discretion,although it amends the principle of the validity of a defected resolution.This dissertation is on a method to suggest the validity when the procedure of the resolution can't satisfy the requirements stipulated in the Company Law and the Provisions IV.This dissertation consists of 4 main parts besides the introduction and conclusion.The first part mainly introduces the background and the structure of the research.The first part is the foundation of the other.In this part,you can be informed of the principle theory of the indication of intent,which is the key to the method established in this dissertation.This dissertation is focus on the course of passing a resolution at a shareholders' meeting.Some arguments on the nature of shareholder's expression or action are original and meaningful.In the following parts,the method is examined by different facts form the 177 rulings after the Provisions IV enacted.The arguments are based on the current law and provisions so that could be different from the past.A complete shareholders' meeting are supposed to go through 3 periods.The defects in the calling procedures are mainly concerning with the problems that who can call for a meeting and how to deliver the calling legally.The defects during the convening are ignored by other researches,which are quite important in this dissertation.Usually the attendance is a vital fact to decide whether a meeting is held indeed.In voting procedure,the method emphasizes the voting matters and results.All the defects can enable the resolution revocable before the Provisions IV enacted.However,it can't come into conclusion directly any more.This dissertation can be the reference to solve such problem.