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最高人民法院在指导案例10号中认为,审查董事会决议的效力,只需要从形式上看会议召集程序、表决方式和决议内容是否分别符合法律法规或者公司章程。对该案的具体分析则表明,因为有限公司的特殊性,股东压迫可能通过表面合法的董事会决议表现出来,司法不应对此置之不理。指导案例10号对问题的简单化和表面化处理并不妥当。由于有限公司的人合性特征,有限公司与传统公司法中想象的股份公司有着本质差别,立法和司法都应当对其予以特别对待。
The Supreme People’s Court held in Guiding Opinion No. 10 that in reviewing the effectiveness of the resolution of the board of directors, it only needs to formally review the procedures for convening the meeting, the voting methods and the contents of the resolution in accordance with the laws and regulations or the articles of association of the company respectively. A detailed analysis of the case shows that due to the particular nature of limited companies, shareholder oppression may be demonstrated by a seemingly legitimate resolution of the board of directors, and justice should not be ignored. Guiding Case No. 10 is not appropriate for simplifying and simplifying the problem. Due to the nature of the co-existence of limited companies, there are essential differences between limited companies and the joint-stock companies that are envisaged in the traditional company law. Both legislation and judiciary should treat them differently.