The Autonomy Of The Articles Of Association Studies

This dissertation, by the methods of historical and comparative analysis, proceeds the discussion around the thesis statement of the autonomy of company charter. It illustrates the development of the notion about the autonomy of company charter, and analyses the deep-rooted reasons for the dilemma in China. The disputes between public law and private law in the regime of company law, as well as that of between mandatory law and optional law are also introduced in the dissertation, and the standards on that the scope of the autonomy of company charter is determined are further put forward. Furthermore, it also discusses the challenges which the autonomy of company charter faces in the new situation, and the response to these challenges.The dissertation is categorized into three sections: preface, main body and conclusion. The methods of research, the purpose and the structure of the dissertation are stated in preface. In the section of conclusion, the author puts forwards her point of view on legislation of company law.The whole dissertation is composed of seven chapters.In Chapter I, it indicates explicitly that the autonomy of company charter is the carrier and embodiment of the autonomy of will in company law. Chapter I illustrates the basic meaning of the notion about the autonomy of company charter, and tries to construct a theoretical platform for discussion. In this Chapter, it distinguishes the definition of autonomy, freedom and free will, analyses the premise of the autonomy of private law and the relationship between the autonomy of company charter and the intervene of the third party. It also expressly states that the nature of the autonomy of company charter is the autonomy of shareholders, and elucidates the connotation of the autonomy of company charter from multi-layers. The author also put forwards her collaborate illustration on the autonomy of company charter, the autonomy of the form of company charter and the autonomy of the content of company charter.Chapter II elucidates the outline of the development history of the notion about theautonomy of company charter. It also introduces the tendency of this Rind of development which is from free-launch to concession-launch and finally to regulation-launch. This process reflects the courses in which the development of company charter experiences from the accessory of the state power to the embodiment of the autonomy of the parties' will. This Chapter also analyses four pairs of relationship, which includes the autonomy of company charter and liberalism, the autonomy of company charter and market economy, the autonomy of company charter and democratic politics, and the autonomy of company charter and theory of contract in company law. Moreover, it indicates the gradual development of the foundation of the autonomy of charter in positivism.Chapter III introduces the status quo of company charter which is superficial and very similar to each other, and emphasizes the analysis of the deep-rooted reasons for the dilemma of the idea of the autonomy of company charter in China. In this Chapter, the point of view is put forward that nationalism is the ultimate reason for the absence of the notion about the autonomy of company charter. Nationalism is embodied as the absence of notion on private law in cultural tradition, observing Confusian-legalist culture and collectivism, the influence of planning economy, that company is only the copy of former state-owned enterprise, regarding company law as the tool relieving predicament of state-owned enterprise, and etc. the multi-function of these matters results in such a consequence that the notion about the autonomy of company charter is very difficult to be rooted into people's mind.Chapter IV comprehensively expounds and analyses the controversy over public law and private law under company law, as well as that of mandatory law and optional law. By the deep analysis of the nature of company charter and the illustration of the character of company law, the relationship between company charter and company law is discuss...