股东会决议撤销诉讼之二次诉讼困局研究

On the Dilemma in the Second Lawsuit after the Resolution of the Board of Shareholders on Discontinuing a Lawsuit

司法实践中,股东会决议撤销之诉属形成之诉,具有非经裁判任何人不能主张法律关系变动的特点。因而股东为保护自身权益对基于股东会决议的后续执行行为提起诉讼,必须经过两次诉讼。将股东会决议撤销诉讼纳入形成之诉,盖出于体系融通的考虑,除此之外缺乏必要的理论支撑。借助于形成之诉利弊研究和目的探寻,经价值判断后,宜通过运用诉的合并方式一次性地解决纠纷,在一案中对股东会决议效力与其他请求一并处理。在此基础上,辅之以决议相对无效制度,可使股东权益得到更加妥当的保护之同时,兼顾决议相关人的利益。

In the judicial practice, the discontinuance of a lawsuit made by the border of shareholders is the ac- tion of formation, requiring that nobody can claim any change of legal relations without judicial adjudication. In other words, the shareholders file a lawsuit against a subsequent act based on the resolution of the board of share- holders in order to protect their own rights and interests, which should undergo two litigations. Regarding the resolution of the board of shareholders on discontinuing the lawsuit as the action of formation lie in the idea of in- tegration of system, along with the lack of necessary theoretical support. Studying the merits and demerits of ac- tion of formation and exploring its purposes, the paper, with the judgement of values, holds that the joinder of proceedings should be adopted to resolve the dispute in one effort, jointly dealing with validity of the resolution of the board of shareholder and other claims in one case. In addition, the relatively ineffective system of resolution can be further applied, better protecting the shareholders＇ rights and interests properly while giving consideration to the interests of relevant parties.