The Case Analysis On The Resolution Dispute Of The Defendant Shareholders' Meeting Of Chen V.A Company Et Al

The defect system of the effectiveness of the shareholders' meeting resolutions in China has gone through the process from "dichotomy" to "tripartite ",and there are many imperfections in both legislation and judicature.As the authority of a company,shareholders' meeting plays an important role in the company's decision on major issues.If the shareholders' meeting is convened without the knowledge of some shareholders,and the shareholders' signature is forged to form the shareholders' meeting resolution,it will not only deprive the voting rights of these shareholders,but also violate their right to know.Existing company legislation does not clearly stipulate how to characterize this situation,and there are many cases of different judgments in the same case in judicial practice.In the case of resolution dispute between A company and the defendant shareholders' meeting,such as Chen v.A company,the focus of the dispute is mainly on the qualitative problem of the resolution of shareholders' meeting formed by falsifying the signature of shareholders,the retroactive effect when the validity of the resolution is defective,and the limitation of action when the resolution is not established.Based on the analysis of legal provisions,academic views and relevant judicial practice data,this article believes that: forging the signature of shareholders leads to serious defects in the effectiveness of the resolution of the board of shareholders,which is the reason for the failure of the resolution,and can be applied to the provisions on the failure of the resolution in the fourth interpretation of the company law.At the same time,when the effectiveness of the resolution of the shareholders' meeting is flawed,the legal act implemented on the basis of the resolution should also be restricted,and the judgment result confirmed by the resolution should be retroactive effect on the malicious third party.Finally,the limitation of action in this case should be determined according to the nature of the flaw effect of the resolution.Since the effect of a resolution being invalid is almost the same as a resolution not being valid,when it is determined that the resolution is not valid,reference should be made to the invalidity of the resolution and the limitation period of litigation is not applicable.Through the analysis and summary of judicial cases and theories,the author puts forward some opinions on the problems caused by this case.First,adding "forged shareholder signatures" as one of the reasons for the resolution not being established;second,increasing the effectiveness of the company's internal resolution The provisions on the retroactive effect of external actions at the time;the third is to clarify the period of prosecution when the resolution is invalid and the resolution is not established.