组织法的诉讼构造:公司决议纠纷诉讼规则重构

Litigation Structure in the Organic Law:Reconstruction of the Litigation Rules of the Corporate Resolution Dispute

公司决议只具有约束股东及董监事的内部效力而不具有外部效力,债权人等外部主体对决议效力不存在法律上的利益,无权主张确认决议无效或不存在。股东会决议撤销之诉中对股东资格的要求不应剥夺股权转让自由,董监事仅在决议损害公司利益时才享有撤销权。董事会决议瑕疵之诉中,董监事只可在董事会无法自我纠正时提起诉讼,同时应比照代表诉讼要求限制股东诉权。股东及董监事可作为无独立请求权第三人参加诉讼,有权进行与所参加方相抵触的诉讼行为。应按瑕疵而非决议区分诉讼标的,但针对同一瑕疵提起的后诉不构成重复诉讼而属共同诉讼,针对同一决议的诉讼应当合并审理。判决不存在对世效力,既判力只在原告胜诉时发生扩张。

Corporate resolutions have only internal effect of legally binding shareholders, directors and supervisors. Creditors and other outsiders have no legal interest in the effect of resolution and have no rights to claim that the resolution is invalid or does not exist. The litigation qualifications of shareholders should not deprive free transfer of shares in the revocation lawsuit of resolution of the board of shareholders, and directors and supervisors should only be entitled with the right of revocation when the resolution damages interests of the company. In the lawsuit of defective resolution of board of directors, they can only sue when the board of directors cannot achieve self-correction and the shareholders’ rights of action should be limited in the light of requirements of derivative actions. Shareholders, directors and supervisors can join litigation as third parties with no independent claim and have the right to make litigant conducts that contradict with participating parties. The object of action should be distinguished according to defects rather than resolutions. The lawsuits against the same defect should be considered as joint litigation instead of repetitive lawsuits. The lawsuits against the same resolution should be adjudicated together. The court decisions do not have in rem legal effects and res judicata is only expanded when plaintiffs win the case.