Research On The Effectiveness Of Company Behavior According To Defective Resolution Of Shareholders’ Meeting

The system of defective corporate resolution has experienced the vicissitude process from dichotomy to trisection method,and constantly provides new system supply for practice.With the continuous practice of judicial trials,if the resolution of the shareholders’ meeting is defective,how should the company deal with the validity of the behavior according to the defective resolution of the shareholders’ meeting? The legislative response to this is not sufficient.Only Article 85 of the Civil Code and Interpretation IV of the Company Law stipulate that the validity of the company’s behavior in accordance with the shareholders’ meeting defective resolution depends on the subjective state of the counterpart,but the company’s behavior in accordance with the shareholders’ meeting defective resolution not only involves the transaction behavior between the company and the counterpart,but also includes the company’s organizational change,operation and management and other behaviors that do not involve the counterpart.Since there is no counterpart involved,the effect of organizational change behavior and operation management behavior made by the company according to the defective resolution of the shareholders’ meeting cannot be dealt with in an integrated way.Although Article 28 of the 2022 Company Law(Second Review Draft of the Revised Draft)adds an effective rule on the transaction between a company and its counterpart in accordance with the resolution of non-establishment,the revised draft still does not respond to relevant issues.This paper respectively discusses the effectiveness of the company’s behavior based on the defective resolution of the shareholders’ meeting "internal" and "external".According to the difference of the content of the resolution of the shareholders’ meeting,the types of the resolution of the shareholders’ meeting are divided into "organizational change resolution","operation management resolution" and "external transaction resolution",and respectively analyzes the applicable rules of the effectiveness of the company’s behavior based on the defective resolution.Try to provide the thought of judgment for the similar cases in practice.In addition to the introduction and conclusion,this paper is mainly divided into the following five parts:The first part mainly analyzes the current status of the effectiveness of the company’s behavior based on the defective resolution of the shareholders’ meeting from two aspects: the normative status and the judicial status.The normative level includes the lack of type coverage,the insufficient effectiveness of the internal behavior of the company in accordance with the defective resolution of the shareholders’ meeting,and the judgment of the effectiveness of the external behavior does not consider the specific resolution matters.The judicial level does not distinguish the internal and external differences of defective resolutions,and ignores the limited transmission of defects in the internal management resolutions of the company’s shareholders’ meeting,the single way to remedy the behavior of organizational change resolution,the "outcome avoidance" judgment path can not solve the dispute in the final;The court in the judgment company in accordance with the defects of the shareholders’ meeting resolution of the external conduct of the effectiveness of the peer review limit is not clear,did not consider the particularity of some behavior.The second part mainly demonstrates the basic theory of the validity of the company based on the defective resolution of the shareholders’ meeting.On the basis of clarifying the characteristics of group law in the resolution of shareholders’ meeting,the legal behavior attribute of the resolution of shareholders’ meeting is recognized.According to the content involved in the resolutions of the shareholders’ meeting,the resolutions are divided into operation and management resolutions,organizational change resolutions and external transaction resolutions.The following content also discusses the generation mechanism,generation path and legal effect,and analyzes the basic elements of the company’s behavior judgment based on the defective resolution of the shareholders’ meeting,including transaction efficiency and stability,the degree of defective resolution,and the distinction between internal and external effectiveness.The third part mainly discusses the effectiveness of the internal behavior of the company according to the defective resolution of the shareholders’ meeting.Procedural defects will not directly lead to the invalidity of the company’s internal behavior in accordance with the shareholders’ meeting resolution on defects;The effectiveness of the "organizational change act" of the company based on the defective resolution of the shareholders’ meeting must be combined with such factors as the exercise period,whether to register,the reality of restoration,or other measures such as compensation/compensation for shareholders’ losses.For the behavior of the company in accordance with the resolution of defective operation and management,the validity judgment rules should be specifically distinguished between the behavior of non-transmission of defects,the behavior of internal transmission of defects and the behavior of external transmission of defects.The fourth part mainly discusses the validity of the company’s behavior in accordance with the defective resolution.If there are legal restrictions on the resolution matters,the counterpart shall bear limited review obligations,including whether the main body of the resolution is legal,whether the form of the signature of the resolution is legal,whether the passing ratio is in compliance,and whether the counterpart has reasonable doubt.However,there is no obligation to verify whether there are defects in the convening procedure and voting method of the meeting.If the resolution is restricted by the articles of Association or other corporate documents,the transaction counterpart has no obligation to review,but if the articles of association are registered,the counterpart has a limited duty of careful review.The fifth part mainly conceive the perfect path of the effectiveness of the company’s behavior according to the defective resolution of the shareholders’ meeting.Principles such as balance of interests,legality and necessity should be followed.In view of the "organizational change behavior" made by the company based on the defective resolution of the shareholders’ meeting,the exercise period should be rationally utilized,registration of the change resolution should be matched,and the system of compulsory renegotiation of the resolution should be implemented.In view of the "operation and management behavior" of the company according to the defective resolution of the shareholders’ meeting,the evaluation system of the defective untransmitted behavior,the defective internal transmission behavior and the defective external transmission behavior is constructed,and the possibility of restoring the original state is combined with the behavior.In view of the effectiveness of the external behavior of the company according to the defective resolution of the shareholders’ meeting,the legal consequences of different resolutions should be detailed and the judicial initiative should be brought into play.Possible innovation points of this paper: 1.Innovation in the research content.At present,the research on the company’s defective resolution is quite sufficient,but the effectiveness of the company’s behavior based on the defective resolution of the shareholders’ meeting needs to be deepened.2.Innovation in research viewpoints.This paper takes the effectiveness of the company’s behavior based on the defective resolution of the shareholders’ meeting as the judgment point to combine the "basic demands" of "shareholders" and the principle of "autonomy of private law" upheld by the company as the business subject.This paper no longer adopts the "dichotomy of good and evil" as the research perspective,but based on the differences in the content of the resolution of the shareholders’ meeting.The resolution of the shareholders meeting will be discussed in type.The possible shortcomings of this paper include: limited by the language barrier,unable to access more foreign literature;In addition,in practice,different types or the same type of companies may involve different resolutions of the shareholders’ meeting,and the classification standard of the shareholders’ meeting resolutions may not cover all types of shareholders’ meeting resolutions of the company,and is subject to the lack of corporate governance experience,so it is still necessary to further test the operability of the proposed rules for judging the behavior of companies based on defective resolutions of the shareholders’ meeting.