A Study On Corporate Resolution Effectiveness

As the market economy gets active,the corporate resolution becomes more and more important in corporate governance.The corporate resolution focuses on the procedures and forms of the company’s internal activities,and the programmatic operation.Internally,the corporate resolution is an important means of corporate governance.It provides a channel for shareholders to exchange information and is conducive to increase shareholders’ recognition of the company.Externally,the corporate resolution is an important mechanism of expressing the company’s will.The stability of corporate resolution is related to the security of transaction between creditors and third parties.How to ensure the company’s internal autonomy from being disturbed,maintain transaction security,and achieve a balance between procedural justice and substantive efficiency to the greatest extent is a difficult problem to be solved by the corporate resolution system.According the provisions of General Principles of Civil Law and Company Law on resolution behavior and the viewpoints of the academic community,corporate resolution is a special group act under certain procedural guarantee,which is quite different from traditional legal acts,so its particularity should be attached importance to.Therefore,for corporate resolution,the general rule of civil juristic acts cannot be simply applied.The difference between the efficiency flaw of corporate resolution and the efficiency flaw of civil juristic acts is that for the efficiency flaw of corporate resolution,the Flaw of Declaration of Intention theory cannot be applied,and the legal basis behind it is due process.Article 22 of the Company Law stipulates two types of efficiency flaws in corporate resolution: invalidity and revocability.The introduction of the "Company Law Judicial Interpretation(4)" established the legislative model of the "tripartite law" in China,and is a progress in legislation.However,for the corporate resolution system,it is not the end of legislation.There are very few legal provisions on questions in dispute,such as how to determine the subject matter of corporate resolution flaws litigation,and what is the consequences of unsupported litigation.With the development of the market economy,the number of companies has increased,and the number of disputes on corporate resolution effect in judicial practice has also increased.An overall analysis of the cases on corporate resolution disputes on China Judgement Online shows that local courts have different views on issues such as forged signatures,the validity of convening meetings by non-summoners,and the application of the discretion rejection system,and there is significant different judgments on the same case.In view of the difficult problems in judicial practice,the author attempts to build a specific system of corporate resolution flaws litigation,clarify the subjects’ qualification,and explore the legal consequences of invalid resolutions and litigation guarantee rules,hoping to provide help for case judgement in practice.For the corporate resolution system,we should attach importance to its characteristics of commercial law,so as to better solve the balance between the company’s autonomy and the protection of shareholders’ rights and interests,and improve the corporate governance structure of “coordinated operation and effective checks and balances”,to maintain the stable operation of the company.