(1) Why is there such a company deadlock? The reason lies in the following aspects:
1. Objectively speaking, there are problems in the improvement of the legal system. In addition, the company system is imported, the implementation time of the system is short, people know little about the company, the understanding of the existing problems of the company, the gap of cultural traditions and other objective reasons, so that in the process of legislative implementation and application, various relations, especially interest relations, can not be handled correctly, and the system construction ideas are not well considered;
2. Subjectively, it is the difference in understanding of problems among shareholders, or the inconsistency in attitudes towards interests and responsibilities, such as decision-making, exercise of rights, distribution of interests, and so on. As we know, the company is based on joint venture (except one-man company and wholly state-owned company), which is also the legal feature of the company. The deadlock of the company is mainly due to the thoughtlessness in the early stage of its initial establishment, supplemented by the changes in the later stage.
The reason for this is that too much consideration was given to the bright future when it was established, and insufficient consideration was given to the unfavorable factors that may affect the company's development in the actual operation process. Shareholders have poor mutual understanding of their own shortcomings, thus laying hidden dangers. This is like two people in the process of love, only see each other's strengths and weaknesses, often ignoring the shortcomings. When they get married, their true colors appear in real life. At this time, their attitude was either compromised or dissolved, or there were other bad endings.
Therefore, matters that should be considered in advance (especially how to deal with the unfavorable situation of decision-making, capital, personnel and interest distribution after the company is established, etc.). ) are secretive and everything is treated as a gentleman. The draft agreement is rough and simple, especially the articles of association as the expression of the company's constitutional status. In addition, the so-called format text filling recommended by the company registration authority in real life is not only simple, but also monotonous, and it is impossible to foresee the essence of company affairs in advance.
Secondly, there is formal equality in interest distribution, right control and system setting, which leads to a substantial balance between rights and restraint mechanisms, thus creating a congenitally insufficient soil condition for the deadlock (when the rights are too wide, this problem does not exist). Then there is people's awareness of the overall situation, compromise, common development and democracy, too strong desire for power, arbitrariness and paternalism, which eventually developed into fierce confrontation, mutual intransigence and mutual intransigence.
Finally, in terms of institutional arrangements, the restriction mechanism is not perfect and in place, and the relief guarantee mechanism is missing, so that when problems arise, they can't be solved, or there is no way to deal with them, which leads to deadlock and is difficult to solve.
(II) The main types of corporate deadlock are: shareholders, directors, shareholders and directors, shareholders and supervisors, directors and supervisors, and senior managers.
(1) The shareholders' meeting reached a deadlock. The situation between shareholders mainly occurs during the shareholders' meeting, which is characterized by voting rights. As a result, it is impossible to form a resolution and hold a meeting, and these meeting resolutions are of great significance to the company's operation, especially important personnel arrangements, such as directors, supervisors, managers, financial supervisors, etc.
(2) The situation among directors is reflected in the convening and voting mechanism of the board of directors. The board of directors can't convene, the meeting can't be held, and the resolution can't be made. People, property and other matters in the company's operation cannot be implemented, and no one is responsible.
(3) Between shareholders and directors, the rights of directors are too broad and the restriction mechanism is poor. There is no way to deal with the director's future, and the director does not obey.
(4) The deadlock between directors and supervisors mainly lies in the excessive rights of supervisors and their arbitrary interference in company affairs;
(5) The problems existing in the senior management are that the authorization is large, the disciplinary responsibility is unclear, and the decisions of the shareholders' meeting and the board of directors are not complied with, which cannot be restricted;
(6) Other matters, such as death or loss of management ability (illness, restriction of personal freedom, etc. ) The shareholders of a one-person company or a few companies are not inherited by their heirs (Article 76 of the Company Law stipulates that inheritance is optional), and the shareholders of a multi-person company have a great disparity in capital contribution, and some shares are only symbolic. When the major shareholders lose their management ability and want to retire, the minor shareholders are unwilling to participate in management or are unfamiliar with management for some reasons.
(3) What is the nature of corporate deadlock? We know that the essence of a company is basically the product of autonomy of will between equal subjects. The occurrence of corporate deadlock is the exercise of shareholders' rights. What it ultimately needs to solve is the re-division and re-determination of rights. The result is nothing but the dissolution of the company, the withdrawal of shareholders, or mutual compromise to maintain the status quo. The nature of deadlock belongs to the civil legal aspect of the exercise of rights between equal subjects, which should belong to the scope of civil legal adjustment and can be classified as the scope of civil breach of contract.
Legal basis: Article 72 of the Company Law.
"Shareholders of a limited liability company may transfer all or part of their shares to each other. Shareholders' transfer of equity to persons other than shareholders shall be approved by more than half of other shareholders. Shareholders shall notify other shareholders in writing to agree to the transfer of their shares. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer.