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德国公司决议瑕疵诉讼制度产生与历史上公司制度由特许制向准则制的转变紧密相连,由此决定了诉讼具有合法性控制和个体权利保护的双重功能,但应以后者为首要和根本功能;德国从撤销权针对所有决议瑕疵发展出决议无效与可撤销的区分并以撤销为一般、无效为例外,启示我国也应以实质标准重新划分决议无效和可撤销事由;德国决议瑕疵诉讼滥用的历史也启示我国应以行为保全制度处理决议中止执行问题。
The German company decided that the flawed litigation system was closely linked with the historical change from the concession system to the normative system in the company system. Thus, the lawsuit has the double functions of legal control and individual rights protection, but the latter should be the primary and fundamental function. Germany from the right of withdrawal to develop all the resolutions for all flaws and the invalid resolution of the distinction between the revocation of the general, invalid as an exception, suggesting that China should also be re-divided by substantive criteria invalid and reversable cause of the resolution; German resolution of the history of abuse of litigation It also suggests that our country should take the system of behavior preservation as the basis for handling the suspension of the implementation of the resolution.