| When a company resolution is recognized as a defective resolution,whether and how the legal relationship between the defective resolution and the counterparty is affected,this involves the external effect of the defective resolution.Judging from the judicial judgment,there are four kinds of external effects of the resolution on company defects in Chinese courts:first,it does not produce external effects;The second is to produce external effects;The third is to consider whether the counterparty of the transaction is in good faith;Fourth,it will not be dealt with.After further analysis,the author gradually found the existing problems of this system.First of all,in judicial practice,the court does not have a uniform standard when considering whether the counterparty has good faith.Secondly,there is no clear stipulation on the degree of examination obligation of the counterparty in good faith,which leads to the cognitive deviation of the court in judging whether the counterparty has good faith.Finally,many courts refuse to deal with the litigation request of the parties to judge the external legal relationship together when dealing with the case that the company decides not to establish a dispute.The appropriateness of this practice needs to be considered.All these are the problems that our judicial practice is facing at present.If we want to solve these problems,we must carry out more in-depth exploration.Firstly,this paper expounds the basic theory of the external effect of corporate flaw resolution in China,clarifies the origin and composition of corporate flaw resolution,and provides theoretical support for the research.Secondly,by expounding different judicial processing ideas,it leads to the current judicial dilemma faced by this system,and further reflects on the causes of the problems from the perspective of legislation and justice.Finally,it obtains legislative enlightenment from the process of comparative analysis of foreign legal systems,clarifies the ideas of improving the external effect of corporate flaw resolution,and puts forward concrete and reasonable suggestions for improving the external effect system of corporate flaw resolution in China.This paper is divided into four parts:The first part is the introduction.Including the background of topic selection,research value,research status,research ideas,research methods,research innovations and shortcomings.The second part focuses on the basic theory of the external effect of corporate flaw resolution,and clarifies the origin and structure of corporate flaw resolution.The third part is the proposal and analysis of the problem.Focusing on our judicial practice,this paper expounds in detail whether the court’s judgment on defective resolutions has external effects,namely,absolute validity,absolute invalidity,checking whether the counterparty is in good faith or not,and pointing out the existing problems of this system on the basis of practice.Then,it analyzes the causes of the existing problems in the external effect system of defective resolutions,and elaborates from the perspectives of law application,legislative gaps,and disunity of adjudication paths,so as to clarify the deficiencies of this system.The fourth part makes clear the ideas of perfecting relevant systems,analyzes the factors that should be considered to improve the external effectiveness system of defective resolutions of companies,and puts forward some suggestions for improvement.On the one hand,it draws lessons from foreign legislative experience to distinguish the external effectiveness of defective resolutions of shareholders’ meeting and board of directors;On the other hand,it adds the legislative provisions of the external effect of resolutions that are not established,emphasizes the unification of the adjudication path in judicial practice,refines the domestic legislation,makes specific provisions on the standard of bona fide determination,clarifies the formal examination and substantive examination,and stipulates the content of the examination obligation,so as to focus on solving the current problems from both legislative and judicial practices. |
