Research on the Effectiveness of Shareholders' Over-Authority Resolutions on Matters of the Board of Directors' Powers
1 The legal concept of overstepping authority in making resolutions
A resolution beyond authority, also known as an unauthorized resolution, refers to a resolution made by an internal body of a company whose content exceeds the authority of that body itself and invades the authority granted to other company bodies by the Company Law or the articles of association. The legal consequence is that the resolution has flaws in its validity. In a broad sense, resolutions beyond authority also include those made by company institutions that exceed the company's capacity, such as disposing of public interests, arbitrarily disposing of the legitimate rights or interests of others, and depriving shareholders of their inherent rights, etc. [1] This article will mainly focus on the research of the validity of the narrow sense of over-authority resolutions, that is, the validity of the shareholders' meeting's over-authority resolutions on the matters of the board of directors' powers.
2 The normative basis for determining the validity of shareholders' resolutions beyond their authority
Regarding the specific norms of authority violated by the shareholders' meeting's over-authority resolution, the author particularly clarifies that the shareholders' meeting's over-authority resolution does not violate the norms of authority of the shareholders' meeting, but rather the norms of authority of the board of directors. This is because the regulations on the powers of the shareholders' meeting and the board of directors in the Company Law are essentially norms for the granting of powers. They do not have internal restrictive effects (which can be further expanded), but only external restrictive effects (they cannot exceed each other's authority). For the "residual powers" not explicitly listed in the Company Law, the articles of association may further specify that they shall be exercised by the shareholders' meeting or the board of directors. Therefore, in the absence of clear and specific regulations on the validity of overreach resolutions in the new Company Law and its judicial interpretations, the legal effect of shareholders' overreach resolutions on matters within the authority of the board of directors should mainly be determined based on the regulations on the powers of the board of directors and the regulations on the validity of defective resolutions of the company.
(1) Legislative Attempts regarding the validity of resolutions beyond Authority
The draft of the "Interpretation of the Company Law IV" released in April 2016 once classified the validity of defective resolutions into four types, namely "invalid resolution, revocable resolution, non-existent resolution and no valid resolution formed". Article 5, Paragraph 4 clearly stipulates that if the content of a resolution exceeds the authority of the shareholders' meeting or the general meeting of shareholders or the board of directors, it shall be regarded as "not having formed an effective resolution".
In July 2016, the internal discussion draft of the Civil Division II of the Supreme People's Court once again classified the validity of resolutions that exceeded authority as "invalid resolutions". [2]
Article 5 of the "Interpretation IV of the Company Law" officially promulgated in 2017 merged "the resolution does not exist" and "no valid resolution has been formed" into "the resolution is not established". However, during the drafting process, there were different opinions on the validity of resolutions beyond authority, such as "the resolution is invalid, no valid resolution has been formed, and the resolution can be revoked" [3], and no consensus was reached among all parties. Therefore, in the final official draft of the "Interpretation of the Company Law IV", this separate and clear regulation on the validity of resolutions beyond authority was not retained.
(II) General and special norms of the Board of Directors' powers
From the revision of the legal powers of the shareholders' meeting and the board of directors in the new Company Law, it can be seen that the shareholders' meeting, as a collection of investors, continues to retain the core control rights of the company, while the board of directors, as a collection of managers, enjoys more comprehensive management and operation rights of the company. This not only conforms to the respective positioning of the shareholders' meeting and the board of directors, It also conforms to the modern development direction of corporate governance that separates ownership from management rights.
The general powers of the board of directors under the new Company Law are detailed in Article 67, Paragraph 2. Compared with the Company Law of 2018, there is a substantive modification in the general powers norms of the board of directors in the new Company Law, that is, the expression "the board of directors is responsible to the shareholders' meeting" has been deleted. This substantive revision further highlights the independent status of the board of directors as a decision-making body, which is in line with the modern Company Law spirit of separation of powers and checks and balances [4], and can effectively correct the institutional misalignment in the traditional governance structure where the board of directors is subordinate to the shareholders' meeting. In addition, in order to be in line with the revised content of the general authority norms of the shareholders' meeting, the new Company Law has removed the provisions in the general authority norms of the board of directors regarding "formulating the company's annual financial budget plan and final accounts plan". This means that the formulation and approval of the company's annual financial budget plan and final accounts plan can be fully decided by the board of directors. There is no need for the board of directors to formulate a plan and then submit it to the shareholders' meeting for approval. This is a manifestation of the further strengthening of the company's management and operation rights enjoyed by the board of directors. However, the revision of the new Company Law has not resolved the long-standing dispute between the theoretical and practical circles over whether the general powers of the board of directors are mandatory or discretionary norms. This article will also conduct a more in-depth analysis of the nature definition of the general powers of the board of directors in the future.
The special authority norms of the board of directors are scattered in multiple chapters of the new Company Law, specifically including the norms in Article 15 regarding the company's external investment and the provision of guarantees to non-related and related parties. Article 162, Paragraph 2, Regulations on Share Repurchase by Joint Stock Companies; Article 182 Regulations on the self-trading behaviors of the company's directors, supervisors and senior management; Article 183 Regulations on prohibiting directors, supervisors and senior management of a company from usurping company opportunities; Article 184 Regulations on the non-compete obligations of the company's directors, supervisors and senior management. According to the legal provisions, the above-mentioned special power norms of the board of directors are all discretionary norms (specifically empowering norms). The company can further clarify them in the form of its articles of association based on its self-governance needs.
(3) Regulations on the validity of defective resolutions of Companies under the "Three-part Division" pattern
The regulation of the validity of defective company resolutions in China's Company Law has undergone a development process from the "two-part law" of "invalid resolution and revocable resolution" in the 2005 Company Law to the "three-part law" of "invalid resolution, revocable resolution and non-establishment resolution" in the 2017 Interpretation IV of the Company Law and the new Company Law.
The regulations on the invalidity and revocability of resolutions under the new Company Law are detailed in Articles 25 and 26. For the term "laws and administrative regulations" in the legal provisions, in light of Article 153 of the Civil Code, it should be narrowly understood as "mandatory provisions of laws and administrative regulations". Therefore, the key to determining the validity of the shareholders' meeting's resolution beyond its authority lies in the definition of the normative nature of the board of directors' powers. The author will further analyze this in the following text.
The norms regarding the non-establishment of resolutions were first found in Article 5 of the Interpretation IV of the Company Law. During the revision process of the new Company Law, this article was incorporated and the catch-all provision of "Other circumstances leading to the non-establishment of a resolution" was removed, eventually forming Article 27 of the new Company Law. This revision has transformed the regulation on the non-validity of resolutions into a closed one, meaning that the non-validity of resolutions is limited to four fixed types: "no meeting was held, no voting was conducted, the number of attendees or voting rights did not reach the legal limit, and the proportion of resolutions passed by voting was not reached". Therefore, there is no room to apply this regulation to the determination of the validity of resolutions made by shareholders beyond their authority.
3 Judicial disputes over the validity determination of resolutions made by shareholders beyond their authority
(1) The judicial thinking that the shareholders' meeting's resolution beyond its authority is recognized as valid
Case 1: Dispute over the revocation of the company resolution between Shenzhen Zhiyuexin Frontier Technology Consulting Partnership Enterprise (Limited Partnership), Zhang Yudong and Weowangyun (Shenzhen) Technology Co., LTD. [5] The court of first instance held that the shareholders' meeting's resolution on matters of the board of directors' authority beyond its authority should be valid. The core reasoning is that although the Company Law and the articles of association of the company involved in the case stipulate that the board of directors has the authority to dismiss the company's manager, the shareholders' meeting is the highest authority of the company, and all the directors of the company involved in the case also attended the shareholders' meeting. Therefore, it should not be determined that there are any flaws in the shareholders' meeting resolution. The second-instance court supported the viewpoint of the first instance.
Case 2: In the "Dispute over the Revocation of Company Resolution between Shanghai Jiajia (Group) Co., Ltd. and Shanghai Feicheng Enterprise Management Co., LTD." [6], the court of first instance also held that the shareholders' meeting's decision on matters beyond the authority of the board of directors should be valid. The core reasoning lies in the relationship among various corporate institutions. The shareholders' meeting, composed of all shareholders, is the highest authority of the company, while the board of directors is merely the executive body of the company. The board of directors is accountable to the shareholders' meeting and implements its decisions. From the perspective of the scope of authority, the scope of authority of the shareholders' meeting is clearly larger than that of the board of directors (implying that the scope of authority of the shareholders' meeting includes that of the board of directors). Therefore, even if the content of the resolution of the shareholders' meeting involved in the case falls within the purview of the board of directors, it cannot thereby exclude the direct exercise of rights by the shareholders' meeting.
In the above two cases, the court held that since the shareholders' meeting is the highest authority with a broader scope of powers and the board of directors, as the executive body, is accountable to the shareholders' meeting and is a subsidiary of it, the shareholders' meeting can directly make resolutions on matters within the scope of powers of the board of directors. Such resolutions do not constitute overreaching of authority and should be regarded as valid resolutions. This judicial practice viewpoint is based on the reasoning that the shareholders' meeting and the board of directors have a superior-subordinate or affiliated relationship. The powers of the board of directors come from the authorization of the shareholders' meeting, and the board of directors is the agent of the shareholders' meeting. Therefore, the shareholders' meeting's decision on matters within the powers of the board of directors beyond its authority should be valid.
(2) The judicial thinking on the determination of invalid resolutions of shareholders' meetings that exceed their authority
Case 3: In the "Dispute over the Confirmation of the Validity of Resolutions between Shen Hansong et al. and Guizhou Xunjiu Co., Ltd. and Hu Qiuyun Company" [7], the court of first instance held that the shareholders' meeting's decision on matters of the board of directors' authority beyond its authority should be invalid. The core reasoning is that the shareholders' meeting and the board of directors are two independent organizational bodies within a company. They each have different powers, convening procedures and voting methods, and cannot replace each other. The resolution made by the shareholders' meeting to dismiss the legal representative and general manager exceeded the authority of the shareholders' meeting and violated the provisions of the Company Law. The second-instance court supported the first-instance viewpoint, holding that although the shareholders' meeting is the highest authority of the company, it must also abide by the mandatory provisions of the Company Law and the provisions of the company's articles of association. Therefore, the appointment and dismissal of the legal representative and the general manager shall be decided by the company's board of directors. The resolution of the shareholders' meeting to dismiss the legal representative and general manager from their positions is not in line with the provisions of the Company Law and the articles of association, and exceeds the authority of the shareholders' meeting. Therefore, the resolution of the shareholders' meeting involved in this case should be deemed invalid.
In the above-mentioned case, the court held that the shareholders' meeting and the board of directors are two independent internal organizations of the company. The board of directors is not a subordinate of the shareholders' meeting and they cannot replace each other. Even if the shareholders' meeting is the highest authority of the company, it should still abide by the provisions of the Company Law and the articles of association. However, on this basis, the legal norms concerning the powers of the board of directors may be regarded as mandatory norms. Therefore, the shareholders' meeting's act of making resolutions beyond its authority is invalid due to violation of mandatory norms. This judicial practice perspective correctly recognizes the independence of the board of directors, but holds that the norms of the board's powers are mandatory, and thus the act of making resolutions beyond its authority is invalid. The author believes that it is questionable to consider the regulation of the board of directors' powers as mandatory.
(3) The judicial thinking that the shareholders' meeting's resolution beyond its authority is determined to be revocable
• Case 4: In the case of "Wang Juncheng v. Zhuhai Jiaxxinhua Real Estate Co., LTD. Dispute over the Revocation of Company Resolution" [8], the first-instance court held that the shareholders' meeting's overstepping of its authority to resolve matters within the powers of the board of directors should be revocable. Its reasoning was more convincing, arguing that the powers of the board of directors were directly derived from the provisions of the Company Law and the articles of association, rather than the authorization of the shareholders' meeting. The members of the board of directors are elected by the shareholders' meeting and are subject to its supervision. The division of powers among the organizational structures of a company by the Company Law constitutes the legal framework for the separation of powers and checks and balances among the organizational structures of a company. The scope of powers of the shareholders' meeting is limited to the provisions of the Company Law and the articles of association of the company. It cannot exceed its authority to decide on the matters of power of the board of directors; otherwise, it will constitute an abuse of power. Accordingly, the court of first instance held that Wang Juncheng's request to revoke the resolutions made by the shareholders' meeting of Jia Xinhua Company on more than ten matters within the authority of the board of directors was in line with the law, and thus was revoked.
In the above-mentioned case, the court held that the powers of each institution of the company originated from legal provisions, and the powers of the board of directors were not granted by the shareholders' meeting. There was a relationship of separation of powers and checks and balances between the two. The shareholders' meeting cannot exercise the powers granted by the Company Law and the articles of association to the board of directors and other legal functional institutions beyond its authority; otherwise, it may constitute an abuse of power. Therefore, on the point that the shareholders' meeting's resolution beyond its authority should be given a negative evaluation, the viewpoints of Case 4 and Case 3 are consistent. The inconsistency between the viewpoints of the two cases lies in that Case 3 holds that the norms regarding the powers of the board of directors are mandatory norms, and any violation is invalid. Case 4 at least reflects in its outcome that the court holds that the board of directors' authority norms are arbitrary, and violation does not lead to invalid legal consequences. Therefore, it should be determined to be revocable (the act of making a resolution beyond authority also violates the provisions of the company's articles of association).
(4) The judicial thinking for determining that a shareholders' meeting resolution beyond its authority is invalid
Case 5: In the "Dispute over the Confirmation of the Validity of Resolutions between Sichuan Linhe Industrial Group Co., Ltd. and Liu Shidong et al." [9], the second-instance court held that the shareholders' meeting's resolution beyond its authority should be deemed invalid. The core reasoning is that the employee representatives on the supervisory board are democratically elected by the company's employees through the employee representative assembly, the employee congress or other forms. As the shareholders' meeting elected Lukgenhu as the company's supervisor, it violated the relevant provisions of the Company Law and met the other circumstances that led to the resolution not being established as stipulated in Article 5, Paragraph 5 of the Interpretation of the Company Law IV. Therefore, the election was not established.
Although the above-mentioned cases fall under the circumstances where the shareholders' meeting exceeded its authority to decide on matters within the jurisdiction of the supervisory board, they still have significant reference value and are helpful for understanding the court's judicial thinking. In this case, the court held that the shareholders' meeting's resolution beyond its authority should be subject to the catch-all provision of Article 5, Paragraph 5 of the Interpretation of the Company Law IV, which states, "Other circumstances that lead to the resolution's invalidity." After the promulgation of the new Company Law, the newly added regulations on the non-establishment of resolutions have removed the above-mentioned catch-all provisions. Therefore, there is no room to determine the validity of resolutions that exceed authority as non-established.
4 Analysis Path for Determining the validity of shareholders' resolutions beyond their authority
(1) Clarify the relationship of separation of powers and checks and balances between the shareholders' meeting and the board of directors
According to the viewpoints summarized by scholars, there are three different theories regarding the relationship between a company and its board of directors, namely the appointment, agency or trust relationship. [10] However, the relationship between a company and its board of directors must not be simply equated with that between the shareholders' meeting and the board of directors. In modern companies, the relationship between the shareholders' meeting and the board of directors is actually a relatively equal one of separation of powers and checks and balances, rather than a subordinate relationship of superiors and subordinates or a leader-subordinate relationship. Although directors are elected by the shareholders' meeting, they are not appendages of shareholders, and the board of directors is not an affiliate of the shareholders' meeting. Directors and shareholders, as well as shareholders and the board of directors, are independent. The shareholders' meeting and the board of directors exercise their own powers in accordance with the law. [11]
According to the theory of corporate contract, a company is actually a highly specialized market substitute that can be decomposed into a series of contractual relationships, involving parties such as shareholders, directors, managers, other employees, creditors, suppliers, and other company participants. That is to say, the capital invested by shareholders is only one of the many elements that constitute the company's contractual network. Other elements include the management skills and time and energy invested by directors and managers, the labor force of employees, the funds of creditors, the raw materials of suppliers, etc. According to the theory of corporate constitutionalism, the structural separation of ownership and control in modern companies has given rise to the inevitability of representative governance. The shareholder group transfers the power of business decision-making to the board of directors through a periodic election mechanism, forming a relationship similar to that between voters and representative institutions in the political field. Just as the legislative body in a representative government is not allowed to be arbitrarily interfered with by voters, the management and operation rights of a company's board of directors also need to prevent irrational intervention by shareholders. The establishment of such power boundaries ensures the professionalism and continuity of corporate decision-making. Although the theory of corporate contract and the theory of corporate constitutionalism are quite different in specific concepts and guiding principles, they have reached a high degree of consistency in the concepts of "separation of powers and checks and balances" and "the independence of the board of directors", and have jointly had a profound impact on the corporate governance models of various countries.
From the perspective of the normative foundation, the management and operation powers of the board of directors directly originate from the provisions of the Company Law. The path for obtaining such powers is legally defined and independent, and is not formed through the authorization mechanism of the shareholders' meeting. In terms of organizational structure, the shareholders' meeting and the board of directors, as parallel corporate governance institutions, each exercise differentiated powers within the legal framework. They form a parallel structure with complementary functions rather than a superior-subordinate subordinate relationship. From the perspective of power allocation, the control rights of the company held by the shareholders' meeting have certain limitations. As the core center of the company's daily operations, the board of directors naturally has a comprehensive and proactive scope of powers and can exercise core governance functions such as strategic decision-making and execution supervision without authorization from the shareholders' meeting. From the perspective of the essential attributes of a legal person, the personality traits of a company as an independent legal entity determine that the ultimate ownership of the power of the board of directors points to the company itself rather than the shareholder group. The logic of its power operation is fundamentally based on safeguarding the overall interests of the company. This institutional design not only reflects the governance principle of separating ownership from management rights in modern enterprises but also meets the requirements of the independent personality of the company as a legal person.
In conclusion, when the shareholders' meeting exceeds its authority to decide on matters within the powers of the board of directors, it not only shakes the institutional foundation of the corporate governance structure but also triggers a series of adverse legal consequences. Therefore, for the shareholders' meeting's act of making resolutions beyond its authority, a negative evaluation must be given, that is, it cannot be recognized as valid.
(2) Clearly define all the powers and functions of the board of directors as discretionary norms
Some scholars hold that the enforceability and arbitrariness of the norms governing the powers of a company's organizational structure should be determined based on the inherent nature of different institutions and their powers. When a certain institution necessarily enjoys certain powers or certain powers are essentially exclusive to a certain institution, the corresponding norms should be endowed with enforceability; otherwise, they should have arbitrariness. [12] The regulations of the Company Law regarding the powers of the board of directors can all be characterized as discretionary norms, because the powers of the board of directors stipulated by the Company Law can either be exercised by the shareholders' meeting or by the manager, and there is no power that can only be exclusively exercised by the board of directors. [13] There are significant differences among various enterprises in terms of their development stages, industry characteristics, and market environments. This difference determines that enterprises should have the right to adaptively adjust the allocation model of the company's business decision-making power in accordance with their own organizational structure characteristics and business goals.
In the corporate governance structure, the extreme form of completely entrusting the management and operation rights of the company to the shareholders' meeting is not to establish a board of directors. For instance, in a limited liability company in Germany, only two institutions, the shareholders' meeting and the manager, are established. The shareholders' meeting exercises all the management powers of the company. For instance, in Japan, companies that do not have a board of directors position the shareholders' meeting as the "supreme omnipotent institution". Listed companies represent the extreme form of entrusting the management and operation rights of the company to managers. Given the large scale of listed companies, the board of directors will also face difficulties in handling the company's daily business. Therefore, the board of directors usually entrusts the management and operation rights to the management team and professionals, transforming its own role into that of a supervisor. In such companies, the senior management team is typically composed of the Chief Executive Officer (CEO), Chief Operating Officer (COO), Chief Financial Officer (CFO), Chief Technology Officer (CTO), Chief Legal Officer (CLO), Chief Information Officer (CIO), Chief Human Resources Officer (CHO), Chief Marketing Officer (CMO), Chief Security Officer (CSO), etc.
The revision process of the new Company Law can also reflect the arbitrary characteristics of the board of directors' authority norms. For the general authority norms of the board of directors, the new Company Law (First draft) once adopted the model of residual legislative power. Article 62, Paragraph 1 stipulates that the board of directors is the executive body of the company and exercises powers other than those of the shareholders' meeting as prescribed by this Law and the company's articles of association. Under the residual legislative power model, the power norms of the board of directors have a considerable degree of arbitrariness. Different types of companies can decide the distribution of the company's management rights between the shareholders' meeting and the board of directors based on their actual needs. Article 67, Paragraph 2 of the new Company Law (Second Draft) has once again restored the statutory listing model of the powers of the board of directors. And it will continue until the new Company Law is officially promulgated. Regarding the above-mentioned changes in the legislative model of the board of directors' powers, it should be regarded that the changes in the new "Company Law" (first draft) imply the weakening of the coerciveness of the board of directors' powers norms and the strengthening of their arbitrariness. The subsequent clear listing of the board of directors' powers does not imply the re-conferring of coerciveness on the board of directors' powers norms. Rather, it is to better exert its exemplary, guiding, instructive or advocating functions as an arbitrary norm, making it a standardized legal product provided by the company's legislation for society. [14]
In conclusion, the shareholders' meeting's decision on matters beyond the authority of the board of directors does not violate the mandatory provisions of the Company Law. Although it should be given a negative evaluation, it should not be simply determined as invalid.
(3) The act of making resolutions beyond authority essentially violates the company's articles of association
Based on the previous analysis, the general authority norms of the board of directors are discretionary norms (specifically default norms), and the company's articles of association have the right to retain or adjust them. In the absence of any adjustment in the company's articles of association, this authority regulation becomes a legally binding article of the articles of association by default. The act of the shareholders' meeting making a resolution beyond its authority violates the articles of association and should be recognized as revocation. As for the special power norms of the board of directors, according to the legal provisions, they also fall under discretionary norms (specifically empowerment norms). The company's articles of association have the right to choose that the relevant powers be exercised by the shareholders' meeting or the board of directors. If the company's articles of association select that the relevant powers be exercised by the board of directors, then the act of the shareholders' meeting making a resolution beyond its authority violates the company's articles of association and should also be recognized as revocable.
5 Circumstances of exemption from defects in the validity of resolutions of shareholders' meetings that exceed their authority
(1) The resolution of the shareholders' meeting essentially contains the resolution of the board of directors
It should be made clear that the defect in the validity of the shareholders' meeting's resolution beyond its authority can only be exempted under one circumstance. That is, during the process of making resolutions, the attending members of the shareholders' meeting fully include all the members of the board of directors, and the voting result made by the attending members of the shareholders' meeting through a capital majority vote is the same as the voting result of the overlapping board of directors members converted into a majority vote. In this case, it should be regarded that the shareholders' meeting essentially includes the board of directors, and the resolution of the shareholders' meeting essentially includes a legally valid resolution of the board of directors.
(2) A deadlock in the board of directors does not fall under the category of exemption
When the board of directors is in a stalemate, can the defect in the validity of the shareholders' resolution beyond their authority be exempted? According to Article 1, Paragraph 3 of the Interpretation of the Company Law II, if the directors of a company have long-term conflicts and cannot be resolved through the shareholders' meeting, and the company's operation and management encounter serious difficulties, it falls under the circumstances where shareholders holding 10% or more of the total voting rights of all shareholders of the company, either individually or collectively, have the right to file a lawsuit for the dissolution of the company. In addition, the Company Law and related judicial interpretations have not established any alternative remedies for resolving the deadlock of the board of directors.
Then, for the above-mentioned "resolving through the shareholders' meeting or the general meeting of shareholders", can it be understood as resolving through the shareholders' meeting's resolution beyond its authority? The author believes that the deadlock of the board of directors does not deny that the board still holds an independent status. The above-mentioned provisions of the judicial interpretation should be understood as that the shareholders' meeting can adjust the member structure of the board of directors through the appointment and removal of directors to resolve long-term conflicts among directors. If the shareholders' meeting fails to resolve the conflict by appointing or removing directors, and even the shareholders' meeting itself is in a stalemate, the relevant legal norms for shareholders' meeting in a stalemate should be applied for handling. Therefore, a deadlock in the board of directors is not an exemption from the defect in the validity of the shareholders' meeting's resolution beyond its authority.
Footnote
[1]. Hu Ting: "Empirical Investigation and Epistemological Innovation on the Normative Basis of Invalidity of Company Resolutions", Jiaotong Law Journal, No. 3, 2024.
[2]. Zhou Chun: "Company Resolutions and Their Legal Application from the Perspective of Organizational Law", China Legal Science, No. 6, 2019.
[3]. Civil Division II of the Supreme People's Court: Understanding and Application of the Company Law Interpretation (IV) of the Supreme People's Court, People's Court Press, 2017, pp. 144-145.
[4]. Li Jianwei: Company Law Commentary, Law Press, 2024, p. 297.
[5]. Civil Judgment of Luohu District People's Court, Shenzhen City, Guangdong Province (2019) Yue 0303 Min Chu 22785 Civil Judgment of the Intermediate People's Court of Shenzhen City, Guangdong Province (2019) Yue 03 Min Zhong 32479
[6]. Civil Judgment of Jiading District People's Court of Shanghai Municipality (2022) Hu 0114 Min Chu 18891.
[7]. Civil Judgment No. 4 of 2014 of the Intermediate People's Court of Tongren City, Guizhou Province; Civil Judgment No. 1 of 2015 of the Higher People's Court of Guizhou Province.
[8]. Civil Judgment of Xiangzhou District People's Court of Zhuhai City, Guangdong Province (2019) Yue 0402 Min Chu 2942.
[9]. Civil Judgment No. 1097 of 2018 of the Intermediate People's Court of Leshan City, Sichuan Province.
[10]. Luo Peixin: "On the Power Structure of Shareholders' Meetings and Boards of Directors: An Analysis Based on the Approach of Contracts", Political and Legal Affairs, No. 2, 2016.
[11]. Civil Division II of the Supreme People's Court: Understanding and Application of the Company Law of the People's Republic of China (Part I), People's Court Press, 2024, pp. 286-287.
[12]. Zhao Xudong: "The Dilemma and Solution of China's Corporate Governance System", Modern Law Science, No. 2, 2021.
[13]. Liang Shangshang: "The Ownership of Corporate Power", Political and Legal Forum, No. 5, 2021.
[14]. Zhao Xudong: "Institutional Arrangements and Legislative Designs for Regulating the Powers of Corporate Organizational Structures", Political and Legal Forum, No. 4, 2022.
