Study On The Effectiveness Of Shareholders' Resolution Under Procedural Defects

Article 22 of the Company Law divides the resolution defects of shareholders'meeting into procedural defects and content defects,and establishes the "dichotomy"legislative mode of "invalid" and "revocable".With the promulgation and implementation of the provisions of the Interpretation of the Company Law(iv),the system of resolution invalidation and resolution discretion rejection has been established in legislation.However,this also makes the form of the effectiveness of the resolution more complicated under the defects of the procedure.There is no longer only one form that can be revoked,and it may be confirmed to be invalid or be rejected by the judgment to maintain the effectiveness.Unfortunately,due to the lack of legislative technology,there is a lack of clear judgment standard in the system of non-establishment of resolution and rejection of resolution discretion,which also brings confusion to judicial practice.Therefore,how to properly identify the effectiveness of the resolution under the defects of the procedure becomes an urgent problem to be solved.In addition to the introduction and conclusion,the text of this paper is divided into three parts.The first chapter expounds the relevant theories of the resolution and procedure of shareholders' meeting from the perspective of group law,aiming to explore the legitimacy basis of the procedure defects affecting the effectiveness of the resolution of shareholders' meeting.This chapter firstly analyzes the nature of the resolution of shareholders' meeting,and concludes that it is a kind of group legal behavior,which should be put into the group law for analysis,and the resolution is not applicable to the traditional legal behavior theory based on individual law,and the special rules of group law should be applied to adjust it.Secondly,starting from the principle of group law,this paper discusses the procedural principle of group law,which is fully embodied in the resolution of shareholders' meeting,that is,the legitimacy of the procedure is the"lifeline" of the shareholders' meeting,and the flaw of the procedure will affect the effectiveness of the resolution of shareholders' meeting.In addition,the procedure has its unique value for the resolution of shareholders' meeting,including intrinsic value and extrinsic value.The second chapter is based on the first chapter,and from the perspective of the normative value of the system,the comparative law and related theories,the judgment path of the effectiveness of the resolution of shareholders' meeting under the defects of the procedure is constructed.In essence,the judgment of the effectiveness of the resolution of shareholders' meeting under procedural defects is the application of the discretion rejection system in the resolution cancellation and the determination of the resolution untenable.Therefore,this paper discusses the above issues respectively,and concludes that the purpose of the violation of procedural norms should be focused on,that is,the value of the procedure to the resolution.In addition,the resolution of the board of shareholders can be cured by non-litigation means,including the ratification of the new resolution of the company and the subsequent consent of the relevant stakeholders,which is an additional factor to judge the effectiveness of the resolution and should also be paid attention to.The third chapter uses the judgment method of the second chapter to analyze the common procedural defects in each stage of shareholders' meeting.Shareholders'meetings can generally be divided into three stages,namely,the convening,convening and voting stages.This chapter analyzes the relevant procedures in the three stages,and further expounds the effectiveness of the resolution of shareholders' meeting under the defects of relevant procedures by combining theories and cases,so as to be helpful to judicial judgment.