Research On The Litigation Subject Of Corporate Resolution Defects Litigation

The shareholders' meeting and board resolution are internal organs of the Company.The shareholders' meeting shall make resolutions on major matters of the Company,and the board of directors shall make resolutions on daily operation matters of the Company.Resolutions of the shareholders' meeting and board resolution are one of the important forms of corporate governance.The company shall make a declaration of intent internally in the form of a resolution which shall have legal effect on the internal members and authorities.A resolution shall bind the internal members and authorities of the company.Any external transaction conducted by an organ of the company in accordance with the resolution that may have an impact on stakeholders outside the company.If the contents or procedures of a corporate resolution are not in conformity with the law or the articles of association,a defect of declaration of will arises.There will be a resolution dispute between the members of the company and the agency,The remedy for the defect of resolution is also an important part of corporate governance.In this regard,the law provides for defective corporate resolution proceedings as a way of judicial settlement of disputes.Article22 of the Company Law of the People's Republic of China provides for the litigation system for defects of corporate resolutions.Articles 1 to 3 of the Provisions of the Supreme People's Court on Several Issues concerning the Application of theCompany Law of the People's Republic of China(IV)(hereinafter referred to as the "Judicial Interpretations IV")respectively provide for the plaintiff and other parties to an action for the invalidation,non-existence and revocation of a resolution.This paper discusses the litigant of company decision.This paper is divided into three parts,including the introduction,the body and conclusions.The preface starts with the introduction of the fourth judicial interpretation,leads to the problems that this paper will discuss,discusses the significance and value of the study on the parties involved in the defective resolution,and the content of literature review.There are five chapters in the text.The first chapter introduces the general situation of the defective lawsuit of corporate resolution,briefly explains the legislative process of our country,and puts forward the urgent problems in reality,especially those of the parties.Finally,it discusses the particularity of corporate resolution differs from legal action,and the characteristics of the organization law of the defective lawsuit of corporate resolution.The second chapter discusses the plaintiff of the shareholders' meeting resolution which is not established or invalid,starting from the internal subject of the company which is less controversial.Then discuss the creditor,employee and senior manager of the company's external subject.Because of its externality,the creditor and employee can not participate in the company's internal governance easily,and have no right to sue.Executives are bound by the resolution of shareholders' meeting and play a more and more important role in corporate governance,which can give them the right to correct the illegal resolution.Chapter 3 discusses the scope of plaintiffs of a shareholders' meeting resolution revocation action,expounds whether the shareholder's right to lodge a lawsuit is affected by equity transfer,voting right,presence at meeting,voting,shareholding proportion,procedural defects which do not affect the shareholder itself,etc.,and believes that shareholders who qualify as plaintiffs at the time of lodging a lawsuit are certainly qualified as plaintiffs,which will not be affected by other circumstances.The sponsors shall also consider whether the subjects other than the shareholders may sue for revocation of the resolutions of the general meeting of stockholders,and consider that the directors and supervisors shall grant them the rightto correct the flawed resolutions.Chapter 4 discusses the board resolution defect litigation separately.The board of directors has special characteristics different from those of the shareholders' meeting.Therefore,more flexible and convenient methods may be considered for the board resolution defect litigation.The fifth chapter is about the defendants and the third party of the defective action of resolution.It introduces the different viewpoints and refutes them.It is the most appropriate for the company to be the defendant of the defective action of resolution,and the system of announcement or notice should be perfected so as to facilitate the participation of the third party.The conclusion is a brief summary of the above argument.