公司僵局救济制度之分析-法律学专业论文.docx

PAGE PAGE 3 ABSTRACT A DISCUSSION ON RELIEF SYSTEM OF CORPORATE DEADLOCK ABSTRACT A company which has desirable governance structure is valuable. Cooperation among shareholders and managers is precondition for the development and expansion of the company. Otherwise, when the company is deadlocked, its operation will probably be interrupted or even stopped. Especially in the small scale limited liability company, shareholders are usually involved in corporation management which adds to the chances of division among shareholders. Besides, restrictions on share transfer to outsiders and the missing of exchange market will lead to a situation where it’s difficult for shareholders to withdraw when any faction of shareholders can’t take control of the company. Therefore, the importance of relief system of corporation deadlock has to be emphasized. Lots of nations and districts have developed relief system on deadlock, specifying judicial system and non-judicial system, and relieve the company through arrangement of articles of association and internal agreements, judicial dissolution, involuntary share transfer and others. Article 183 of the newly applied Company Law from the year of 2006 established judicial dissolution mechanism for the first time, allowing shareholders to apply for judicial relief after certain conditions being satisfied, and this article is refined by The Provisions on the Application of a Number of Issues in the Company Law of Peoples Republic of China issued by the supreme court in 2008. However, standards on application of involuntary dissolution aren’t clear and other relief mechanisms aren’t 中国政法大学硕士学位论文 公司僵局救济制度之研究 provided for in the law systematically hence rarely practiced. This thesis is structured by the following parts: Part I analyses the reason of comparatively frequent emergence of corporation deadlock and the history and necessity of the relief system. Part II is introduces the research on this area and indicates the flaws o