On The Boundary Of The Companies Act

The purpose of the thesis, The Boundary of Corporate Law, is to explore the efficient scope of legal rules that regulate the structure and activities of corporation. This issue is the fundamental one in the theoretical research of corporate law, as well as the practical one as the legal mechanisms approaching the right place. It becomes more urgent when corporate law in China would undergo the coming reform.There are five chapters in the thesis. Chapter 1 introduces the causes and significance of research, the methodology and structure the thesis adopts, and explains the basic concepts.Chapter 2 studies the boundary of corporate law from these following points: the nature of corporation, the corporate organization, the efficiency of corporation, the efficiency of market, the corporate social responsibility and the prior aim of corporate law. None could deny the necessity of legal restrictions (especially mandatory rules). However, they disagree on the objectives, the means, the structure and the scope of legal restrictions.Chapter 3 analyzes the due boundary on the basis of comparative studies. The task of this research is to explore the general requirements that due boundary should meet. The thesis argues that the ideal corporate law should set up an open structure, which includes the mandatory rules, as well as the enabling rules and default rules; the mandatory rules should be introduced prudently; the procedural rules should be improved; finally, this study should not only be regarded as an issue of corporate governance, but also the issue of public governance.Chapter 4 discusses the different kinds of mechanisms influence the pragmatic boundary of corporate law, including the lately developments of firm theory and corporate law, the interaction between the legal mechanism and alternative ones, the coordination among the legislative, judicial and administrative authorities in the legislation and enforcement, and the domestic and global competition of corporate law.Chapter 5 analyses the boundary of Chinese corporate law. This part mainly discusses two issues: how to harmonize the relation between corporate law reform and economic transition, and how to increase the positive role of legal transplant. Based on the preceding studies, the thesis also brings forward some suggestions for the future legislation and regulation.