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公司司法解散诉讼是新公司法实施以来出现的新类型公司类案件。在审理该类案件时,如何确定适格的被告,学界和实务界素有争论,未成共识。《最高人民法院关于适用〈中华人民共和国公司法〉若干问题的规定(二)》的司法解释确立以公司作为被告的司法立场,为该类案件的审理提供了法律适用依据。对该司法解释所持的观点,笔者认为从学理的角度仍有商榷的空间和必要。笔者主张,以原告以外的其他股东为被告,其符合该类纠纷的本质特征,具较强逻辑性。从四个方面进行阐析,以期交流学习,完善此类案件审理程序。
The judicial dissolution litigation is a new type of corporate case that has emerged since the implementation of the new company law. In the trial of such cases, how to determine a suitable defendant, academics and practitioners have been debated and there is no consensus. The Judicial Interpretation of the Supreme People’s Court on Several Issues Concerning the Application of the Company Law of the People’s Republic of China (II) Establishes the judicial position that the company acts as the defendant, which provides the basis for the legal application of the trial of such cases. The view held by the judicial interpretation, the author believes that there is still room for discussion and necessity from the perspective of theory. The author advocates that other shareholders other than the plaintiff should be defendants, which is in line with the essential features of such disputes and has strong logic. From the four aspects of analysis, with a view to exchange learning, improve the procedures for such cases.