【作者】 高虹静；

【导师】 王彦明；

【作者基本信息】 吉林大学 ， 民商法学， 2007， 硕士

【摘要】 在股份有限公司中,股东大会作为公司的最高意思决定机关,担当着像自然人一样“思维器官”的功能,股东大会决议程序或者股东大会决议内容的瑕疵,都会影响股东大会决议的效力。股东大会瑕疵决议的效力分为无效、可撤销和不成立三种情形。本文根据对瑕疵决议进行救济时,以是否运用诉讼的方式,将救济途径分为两种:一是对股东大会决议瑕疵可以寻求全体股东同意和撤回、追认的方式进行补救,以降低救济的成本;二是以诉讼的方式主张瑕疵决议的效力,对因瑕疵决议受到损害的权益人的利益进行救济。在此基础上提出了我国股东大会决议瑕疵救济制度进一步完善的建议。更多还原

【Abstract】 The shareholders’ general meeting of a joint stock limited company composed of all shareholders is the company ’s organ of authority. The general meeting of shareholders shall exercise its authorities, such as making major decisions, and selecting its management. As the general meeting of shareholders is a collegiate system, it shall exercise its authorities in accordance with the decisions on matters considered at the meeting voted by shareholders. Therefore the decisions on matters considered at the meeting is the expression of the company and the general meeting of shareholders well. The modern companies’general meeting of shareholders especially the joint-stock companies having the ownership separated from the operation, has become the only place where its shareholders can keep control of the company by their voting rights. So it has important meaning for the exertion of shareholders’rights and the principle of equality among shareholders to guarantee the justice and legitimacy of the decisions considered at the meeting. The general meeting of shareholders has a series of procedures as following: convening, calling, holding, noticing, advising, discussing, voting and decision made. Legislation on companies of different countries has had detailed rules and regulations on the general meeting of shareholders so as to secure the smooth progress of the meeting, and to give shareholders convenient access to join the meeting to exert their voting rights. But after all, its ultimate aim is to guarantee the justice and legitimacy of the general meeting of shareholders. Besides, so many procedures to be fulfilled and so many people to attend the meeting, the general meeting of shareholders is to arouse defects for various reasons. In addition, the general meeting of shareholders is traditionally a“major war field”for scrambling the control of the company. At first time, the relief to flaw in the resolution of the general meeting of shareholders is established in our present legislation. Compared with the former company law , the present one has much progress. Because cases related often mushroom ,the present legislation need to be improved. What remedies should be given to the defects of the resolution of the meeting so as to solve the dispute arising out of the defects of the resolution in a timely and reasonable way by clarifying the legal relations.In view of the legal position of the general meeting of shareholders and the Important meaning of the decisions made in it, this essay focuses on the remedies for the defects of the decision of the general meeting of shareholders. After a brief introduction of the types of the remedies for the defects of the decision of the general meeting of shareholders, the essay starts with the effect and value of the remedies for the defects of the decision of the general meeting of shareholders, discussing the ways to remedy the defective resolution of the general meeting of shareholders. In this thesis, the author after the research and study, tries to alleviate the problems in practice, especially the problem to protect the rights and interests of the small and medium shareholders so as to help the decision made in the general meeting of shareholder to reach with justice and legitimacy so as to accelerate the development of the stock company or even our capital market in a healthy way. Thesis is divided into 4 chapters. Chapter I, general analysis on the remedies for the defects of the decision of the general meeting of shareholders. Chapter II and Chapter III , the ways to remedy the defects of the resolution of the general meeting of shareholders. Chapter IV,our improvement in the remedies for the defects of the decision of the general meeting of shareholders.Chapter I mainly illustrates the basic theory of remedies for the defects of the decision of the general meeting of shareholders. The defects of the decision of the general meeting of shareholders are due to either the procedure or the contents of the resolution.The thesis will certainly refer to the validity of the the defects of the decision of the general meeting of shareholders.It quotes the theory of the acts of law and the defective resolutions include null and void resolution ,revocable resolution and the nonexistent resolution.Then,the thesis discusses the value orientation of the remedies for the defects of the decision of the general meeting of shareholders that is stable resolution and ensured procedure.Chapter II mainly focuses on the ways to retrieve the defects of the decision of the general meeting of shareholders.Because the complicated relation of law in companies,the retrievement for the defects of the decision of the general meeting of shareholders is considered.This thesis is divided into two parts.Part I discusses how to retrieve the defects in procedure.The defective resolutions can be retrieved by an agreement of all the shareholders or with drawal or subsequent.Part II discusses how to cure the defects in contents.It includes the retrievement for the contents violate peremptory norm in Germany and with drawal to cure the resolutions whose contents violate articles of association.Chapter III discusses how the remedies are reached by action.Base on the validity of the defective resolutions,the plaintiff can raise invalid lawsuit,revocable lawsuit and nonexistent lawsuit.Chapter IV is the actuality and perfecting of the remedies for the defects of the decision of the general meeting of shareholders in our country. Discussion has been made on how to perfect our legislation referring to the remedies against the resolutions available from other countries.The thesis hopes to do something for the improvement of our corporation law.更多还原