Research On The Discretionary Dismissal System Of The Company's Resolution To Cancel The Lawsuit

Since 2005 Article 22(2)of the “Company Law” stipulates the sue of the canceling of the company's resolution,the resolution on whether all the procedures and methods of voting are in violation of laws and regulations or the company's articles of association can be revoked,and what degree of ambiguity of the procedure for the summoning and voting methods can cause the resolution to be revoked,there are many disputes in the judicial practice.The judgments of various courts are of different scales.The “Company Law Interpretation IV” newly enacted in 2017 clarified for the first time of the discretion rejected system of the canceling of the company's resolution,stipulating that the court will not support the petition for a revocation resolution that only has slight flaws and has no material impact on the resolution.The promulgation of this interpretation effectively standardized the refereeing criteria for revoking lawsuits,filled the blank of judicial practice,and further promoted the good governance of corporate governance.However,although the "Company Law Interpretation IV" has statutoryized the system of discretion rejected of the canceling of the company's resolution,the expressions "slightly flawed" and "not materially affecting the resolution" used in the clause are still too vague and cannot solve the uncertainty of the application of the system in judicial application.It is still necessary to further explain and unify the criteria as to what constitutes minor flaws and substantial impacts.In this paper,through the empirical study of the application of the system in China's judicial practice,the author compares the jurisprudence views of various levels of courts in various regions,analyzes the current status and problems of the judicial application of the current system in China,and combines the results of the study with reference to existing foreign systems for the system.In the further improvement of our country,we put forward some preliminary proposals to help our country's corporate system development and improvement.The text of this article is divided into three parts:The first part is an overview of the discretion rejected system of the sue of the canceling of the company's resolution,which mainly includes the concept of a refusal dismissal system that the company resolved to withdraw,the state of our legislation,the evolution of the system,and its legislative status abroad.The second part is the empirical research on the discretion rejected system of the sue of the canceling of the company's resolution in China's judicial practice.The author reviewed a large number of company resolutions to revoke disputes and collect and count cases in which dismissal was involved in order to understand the court's understanding and application of the system,find problems,and sum up experiences to find solutions.The third part is the improvement and recommendation of the discretion rejected system of the sue of the canceling of the company's resolution in our country,and form these three aspects that regulate and guide the correct understanding and application of Article 4 of "Corporate Law Interpretation IV",further clarify the criteria for minor flaws and stipulate the flaws cure system to put forward some shallow advice.The conclusion part is the summary of this article and the outlook for the development and soundness of the dismissal system of discretion rejected system of the sue of the canceling of the company's resolution in China.