Study On The System Of The Correction Of The Shareholder Committee Defective Resolution During Litigation

The system of resolution like the system of contract,trying to keep the consistent behavior as valid as possible.The Chinese Company Law and judicial interpretation has stipulated the shareholder committee defective resolution judicial relief system,giving minority shareholders a legal way to remedy their rights.However,there are no the correction system of the shareholder committee defective resolution,especially no relevant regulations of correcting the shareholder committee defective resolution during litigation,leading to most defective resolutions are difficult to maintain effectiveness.In judicial practice,some acts are regarded as the ratification of the resolution,such as shareholders have attended meeting and added the signature,or fulfilled resolution items actually,the court can affirm the disputed defective resolution maintain validity under this circumstance.At the same time,scholars at home and abroad have affirmed the possibility of healing the defective resolution,most scholars have suggested that some methods like withdrawal or ratification of a resolution are non-litigation relief way to healing the shareholder committee defective resolution.In order to stabilize the internal legal relationship of the company and realize the efficient operation of the resolution mechanism,on the legal basis of defective resolution discretion rule of rejection which stipulated by the judicial interpretation IV of Company Law,we can correct some shareholder committee defective resolutions by clearing off their procedural defects or content defects,reverting them to valid resolutions and continuing execution.The shareholder committee resolution is a kind of legal acts,the theory of the general legal acts cannot of course be applied to resolution acts,because it has some characteristics like group and procedural acts.A shareholder committee resolution has some defects in potency,when it does not comply with the procedure or content requirements stipulated in the company law or the articles of incorporation.Of course,the company can conduct independent consultations to resolve disputes,public power does not interfere too much with corporate autonomy;When the resolution dispute could not be solved,some dissent shareholders and stakeholders can seek judicial relief way to remedy their rights.The jurisdiction intervenes in the field of corporate governance to help balance the conflicting interests among the subjects of the defective resolution.Therefore,in addition to the discretionary rejection rule can applicable to the resolution of minor procedural defects,the court should fully respect the corporate autonomy before finally making a judicial decision to decide the effectiveness of the defective resolution,encouraging or allowing the company to exhaust its internal relief way within a specified period of time to correct the defective resolution once again,so as to strive for the dissent shareholders to withdraw the litigation or the court judge the disputed resolution maintain validity,this is the correction of the shareholder committee defective resolution during litigation.The system of the correction of the shareholder committee defective resolution during litigation conforms to the legitimacy requirement of public power intervening in corporate autonomy and the art of balancing judicial intervention and corporate autonomy,extending the judicial concept of the defective resolution discretion rule of rejection.The court shall buffer decide the effectiveness of the disputed defective resolution,resolving the conflict within corporate autonomy and shareholder autonomy.This system can eliminate the defects of the disputed defective resolution by some positive behaviors of company or shareholders,keeping the disputed resolution maintain validity and implement smoothly,balancing efficient corporate governance with protection of shareholders' rights.As an important part of company defective resolution litigation,some relevant regulations of the correction of the shareholder committee defective resolution during litigation should be cleared in the company law and judicial interpretation.When applying some relevant rules of this system,it is necessary to grasp the reasonable limit of judicial interference in corporate autonomy,more specifically,it is necessary to clarify the time range,object range and the criterion of effectiveness recognition.The court should neither interferes too much in the field of corporate governance,nor derogate from the legislative intention of the judicial relief system,thus hindering the legal process of shareholders to remedy their legal rights.In the process of the correction of the shareholder committee defective resolution during litigation,the court shall review and determine whether the disputed resolution has the possibility of being corrected by the company,and review whether the parties' corrective actions can eliminate the defects of the disputed resolution timely and effectively,judging whether the disputed resolution is valid.(Except for shareholder withdrawal)The correct method is the main content of the system of the correction of the shareholder committee defective resolution during litigation.The revocable shareholder committee defective resolution has some procedure or content defects,which could be corrected by the company.Targeting for different types of shareholder committee defective resolutions,on the one hand,dissent shareholders can accept and affirm the validity of the defective resolution afterwards,and can waive cancellation right or withdraw a lawsuit.On the other hand,the company can form a new resolution to correct the defective items of the original disputed resolution,reverting to a valid status.When the company can apply to correct the defective resolution within the prescribed time limit,negotiating with shareholders and correcting the disputed defective resolution timely,then the court may confirm the validity of the resolution and the resolution can continue execution.It can refer to the legislative path of the untenable suit of company resolution to clear the system of the correction of the shareholder committee defective resolution during litigation,adding some regulations after article 4 of the judicial interpretation IV of Company Law(defective resolution discretion rule of rejection),clearing the legal procedure and legal effect of this system.After that,we can clear the system of the correction of the shareholder committee defective resolution during litigation in the Company Law by summing up experience.