On The Identification Of Validity Of Procedural Defects In Shareholders’ Meeting Resolutions

The effectiveness of the resolutions of the shareholders meeting is related to the interests of the company and shareholders.Therefore,the resolutions of the shareholders meeting have always been common disputes in corporate disputes.Regarding the determination of the validity of the procedural flaws in the resolutions of the shareholders meeting,the Supreme People’s Court’s Provisions on Certain Issues concerning the Application of the “Company Law of the People’s Republic of China(IV)”(hereinafter referred to as “Judicial Interpretation IV of the Company Law”),which was implemented in September2017,introduced discretion The refusal system and the non-establishment of the resolution system have made the system of determining the validity of the procedural defects of the shareholders’ meeting of our country complete the systematic construction,and the degree of the procedural defects will be evaluated differently.However,due to the deficiencies in the "Company Law Judicial Interpretation IV",there is no clear application standard for determining the effectiveness of the procedural flaws,which makes the phenomenon of "different judgments in the same case" common in judicial practice.Based on this,this article starts from the case of judicial practice in determining the effectiveness of the procedural defects of the shareholders meeting,collects data,analyzes and categorizes,reveals the problems in the operation of judicial practice,reflects on the causes of the problems,and proposes solutions to the problems.,To provide suggestions for the court to better judge the validity of the procedural defects of the shareholders’ meeting resolutions on the basis of the current laws and regulations.The first part is to collect and sort out the cases of judicial determination of the effectiveness of the procedural defects of the resolutions of the shareholders’ meeting of our country.This part first introduces the case sample source,sample profile and sample analysis;then sorts out and summarizes the reasons for determining the effectiveness of each defect;finally,through the summary of the case,it is found that there are three main types of problems in the judicial determination of the effectiveness of the shareholders’ meeting resolution procedure: The first is the inconsistency in the qualitative validity of the procedural defects of the shareholders’ meeting,the second is the inadequate argumentation for determining the effectiveness of the procedural defects of the shareholders’ meeting,and the third is the inconsistent legal application standards for judicial determination of the effectiveness of the procedural defects of the shareholders’ meeting.In the second part,the attribution analysis of these three types of problems is carried out,and the reasons are considered to be two aspects and four points:objective aspects: one is the inherent non-extensibility of illegal legal standards;the second is the lack of specific determination of the validity of procedural defects Standards;subjective aspects: First,the judges have deviations in the functional understanding of the effectiveness of the shareholders’ meeting resolution procedures;second,there is a conflict between civil law logic and commercial thinking in the trial of disputes over shareholders’ meeting resolutions.The third part proposes solutions to the problem.That is the "vertical clarification" of the legal basis and the "horizontal reference" of foreign experience.Vertically,firstly,analyze the value of shareholders’ meeting resolution procedures and find that the procedural values ??have the following: the value of maintaining the autonomy of the shareholders’ meeting resolution,the value of controlling and guaranteeing rights,the value of achieving procedural justice,and the value of promoting resolution efficiency;,Analyzes and corrects the system function of the effectiveness of the shareholders’ meeting resolution procedures;horizontally,it examines the legislation and practice of determining the effectiveness of the shareholders’ meeting resolution procedures in foreign countries and regions,and points out the relevance theory of Germany and the United Kingdom.Reference significance of damage standards.The fourth part proposes solutions to the problems of the subjective application of legal thinking and the inconsistency of micro-recognition standards in the determination of the effectiveness of the procedural defects of the shareholders meeting.First,it is pointed out that the company law is a law that integrates the commercial organization law and the behavior law.The judge should apply the business law thinking in the judgment,and adopt methods such as interest measurement and value judgment to deal with conflicts of interest and value conflicts;secondly,confirm the procedural rules in the foregoing On the basis of the institutional value,the effect of the defect on the procedural value is proposed as the standard for determining the extent of the procedural defect,and on this basis,the standard for determining the effectiveness of each type of defect is proposed.The possible innovation of this article is that this article takes the determination of the effectiveness of the procedural defects of the shareholders’ meeting as the research object,and has a comprehensive understanding of the effectiveness of the procedural defects,which may be more systematic than previous studies.The shortcomings of this article are as follows: The thesis conducts an overall investigation of the validity of procedural defects,and there are deficiencies in the systematic and in-depth study of the validity of procedural defects.Some suggestions on the degree of procedural defects still need to be tested in practice.