Company Law: Government Power And Merchant Interests Of The Game

The evolvement of law system is different from each other. It heavily depends on the background of culture. According to the analysis of "Corporate Law" and "Corporate Ordinance", this article tries to explain: Difference from the western corporate law, the modern history of corporate law in China is relying in the relationship between the government and the merchant. With the development if the society, the improvement of the level of democracy and culture, the more the government keep his power within the bounds of law, the more merchant be protected.There are 6 chapters in this article. Chapter 1 analyzes the background of the "Corporate Law" in late Qing Dynasty. There had no commercial law in the system of China tradition law. So all of the corporate law is strange to the tradition law, including concepts, principles, and theories and so on. The government transplants the corporate law completely from the western corporate law. The government plays a leading role in the process of transplant law. The merchant accepted the result passivity. Chapter 2 summarizes the new systems set up by the "Corporate Law" and the value of it. "Corporate Law" set up the system of "the limited liability of shareholders" and "corporate governance". They were the most important of the modern corporate law .It created the realm of "private autonomy". In this field, seeking profits was the legitimate right of the merchant and the task of the government was to protect the lawful right of merchant. Chapter 3 states the defect of "Corporate Law" and the obstacles which obstructed the enforcement of the law. Lack of the theories of civil law and commercial law, the "Corporate Law" had some defects. The autocratic government obstructed the realization of the private autonomy. Considering the practical commercial demand, the merchant had to run the corporate in accordance with their own way. Chapter 4 states the "Commercial Law, Corporate Law", analyzes the role of the merchant in the transplant law. This Bill was brought out by the chambers of commerce all over the country. This Bill not only compared the western corporate law, but also considered for the commercial custom. This was the first time that the merchant participate in the legislation. It was also an important attempt in the development of the modern corporate law. Chapter 5 states the system of the corporate law in BeiYang Period. This time the government and the merchant work together. The state coercion was expanded. But it was also much more mature and rational than before. Chapter 6 analyzes the enforcement of the corporate law in BeiYang Period. Though the legal precedents, Daliyuan not only enriched but also improved the corporate law. Under the influence of the rational corporate law, the merchant also become more mature in practice. The arbitration tribunal was established. The merchant would have more choice when they came into trouble.