A Study On The Recognition Of The Voidable Defects In The Resolution Of The Shareholders’ Meeting

The second paragraph of Article 22 of Company Law of the People’s Republic of China stipulates the revocable reasons for the resolutions of shareholders’ meetings.However,this provision only lists in a limited way and ignores the regulation of defects in voting rights.The reasons for the determination of revocable defects in resolutions of shareholders’ meetings the factual system still needs to be improved,and the influence of defects in voting rights on the effectiveness of resolutions of shareholders’ meetings should also be paid attention to.According to the reasoning method from general to special,this paper examines the special meaning expression structure of the resolution of shareholders’ meeting from the elements of legal act,and then obtains the proper way out for the determination of the validity of the resolution of shareholders’ meeting.At the same time,this paper will analyze the judicial practice cases in a typed way,and then clarify the judgment rules of the revocable reasons of the resolutions of shareholders’ meeting.The main contents are as follows:Part One: Proposing the problem of revocable defect identification in the resolution of shareholders’ meeting.In the final analysis,the main crux of the legal dilemma lies in three aspects: First,even though the Civil Code has included company resolutions in the chapter of civil legal acts,the theoretical circles still have different understandings of its legal nature.Second,the evaluation mode of effectiveness is wrong.The existing theory evaluates resolutions as a whole,but does not realize that the two-tier structure of "voting right-resolution" should be evaluated separately by different rules.Third,the cause and fact system of revocable resolution needs to be reconstructed urgently.On the one hand,the rule of defects in expression of intention is applicable to the resolution of shareholders’ meeting,which faces the docking problem;On the other hand,the provisions of Article 22 of the Company Law of our country on the cause of revocation are relatively rough,"convening procedure and voting method" can not cover all the defects of revocable shareholders’ resolutions in judicial practice.Part Two: The way out for the determination of the validity of the resolutions of the shareholders’ meeting.Firstly,the nature of the resolution of the shareholders’ meeting is identified.Only when the legal nature of the resolution of the shareholders’ meeting is clear,the validity of the resolution can be analyzed.The resolution of shareholders’ meeting is a special legal act with special meaning expression structure.Secondly,it explores the internal structure of legal acts Legal act and expression of will belong to different conceptual levels.Legal act takes expression of will as its core element.The object of revocation of the rule of defects in expression of will is expression of will rather than legal act.The evaluation of revocability of legal act should follow the two-level system of "expression of will-legal act".The flaw of final voting right should be distinguished from the flaw of resolution.Because the legal nature of a single vote is the expression of will,the defect of voting rights will not directly lead to the revocation of the resolution of the shareholders’ meeting.On the basis of clarifying the two-tier structure of the resolution of shareholders’ meeting,this paper constructs a two-tier evaluation model of the effectiveness of the resolution of shareholders’ meeting: the exercise of shareholders’ voting rights is governed by the defect rule of expression of will at the level of personal law.The overall evaluation of the resolution of shareholders’ meeting should depend on whether there are procedural defects or content defects at the level of group law.Part Three: The application of the rules of defects in expression of will at the level of personal law.Fraudulent coercion in the system of defective expression of will applicable to a single vote determines whether the voting intention should be revoked by examining whether the voting person has defective expression of will.If there is a defect in the expression of will in the exercise of individual shareholders’ voting rights,it does not of course deny the validity of the resolution of the shareholders’ meeting,but the "deduction rule of expression of will" should be applied to judge the influence of the defect of individual shareholders’ voting rights on the resolution.That is to say,after eliminating the defective voting rights,if the remaining valid voting rights meet the minimum adoption ratio of the resolutions of the shareholders’ meeting,the resolutions of the shareholders’ meeting will be valid;In case of non-compliance,the resolution of the shareholders’ meeting will not be established because it does not reach the statutory voting ratio.Part Four: Reconstructing the factual system of the cause of the revocability of the resolutions in the group law.Using the method of general enumeration and typological analysis,the author sums up the revocability of the resolutions of the shareholders’ meeting in the judicial practice cases.On the one hand,aiming at the limited enumeration of "convening procedure and voting method" and the relatively careless regulation,this paper suggests adding the defect of shareholders’ right to know as the revocable cause of shareholders’ meeting resolution;On the other hand,in view of the lack of comprehensive legislative design in the whole process of the provisions on the procedures and contents of the resolutions of shareholders’ meetings in the Company Law,this paper will redefine the inspection order of the resolutions of shareholders’ meetings,analyze the cases in judicial practice in a typed way,and examine the legality,appropriateness and procedural flaws of the resolutions of shareholders’ meetings at the level of organic law.