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A Study On Legal System Of Corporation Manager

Posted on:2009-07-18Degree:DoctorType:Dissertation
Country:ChinaCandidate:W Y WuFull Text:PDF
GTID:1116360272984079Subject:Civil and Commercial Law
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This dissertation mainly studies the basic rules of the legal system of corporation manager,which includes the systems of corporation managers' legal status,rights,duties and obligations.These legal systems are the most fundamental rules that make the manager be one special subject in the corporation law,the most primacy requirements that provide the position of managers,and the basis that comprise other technical rules of corporation managers.It is great significant to fully study and construct of a reasonable legal systems of corporation managers' legal status,rights,duties and obligations for shaping and constraining the manager' behaviors.This dissertation focuses on the corporation managers' legal status, restates the history of the managers,generally analyzes the legal system of corporation manager' rights,duties and obligations,reviews Chinese legal system of managers,and forms some modifiable suggestions.The main contents of each chapter are as following:Chapterâ… :The definition and history of corporation manager.This chapter defines that the corporation manager is the corporation executive head who has been hired by the Board of directors,occupies the top management under the Board and directs corporation day-to-day management.Manager has experienced the stages of slavery managers in Rome period,Alderman and Master in the commercial guild of media age,Governor and President in the early chartered company and CEO in modern corporation.The model that the company board elected only one governor to manage the day-to-day work in the English East India Company become the key point of the development of managers' system. Meanwhile,the first merit of the legal system of corporation manager changes from democracy to efficiency.Chapterâ…¡:the legal status of corporation manager.This chapter enumerates the agency theory,organ theory,representative theory,steward theory and three roles theory,and the author analyzes that the agency theory is more reasonable,and the role of commercial agent is more suitable to the managers' real status.As to the relationship between managers and other corporation subjects,the board control the manager as a principle for corporation,the manager is an assistant to the board.The chairman of the board is the organizer,and the manager(CEO) duality in modern corporation is not a good model.The manager is different from other employees in the corporation,and the main standards to distinguish manager and other employees may be some substantive elements,such as the subordinate status,authority,responsibility,position and reward.Chapterâ…¢:The rights of corporation manager.Prokura is a rights that focus on the external proxy.Prokura and the rights of manager in a company are expressed differently in legislation framework,however,the rules on prokura are mainly applicable to the rights of manager in a company.The inner powers of manager in company has close relationship with the rights of the board of directors.Both experienced the whole development history from the stage of "manager executes,board assists", "board decides,manager executes" and "manager operates,board supervises".In economic theory,manager shall share a certain residual rights of control and residual claim within company.The external proxy of manager is an issue requires particular regulations.In consideration of protecting trade security and promoting trade efficiency,both continental law system and Anglo-American law system have grant managers sufficient scope of external proxy after development,regulating at the mean time that the inner limit should not fight against the third party in bona fide.Chapterâ…£:The duties and civil obligations of corporation manager. The concept of fiduciary duty under the common law system includes director and manager,therefore causes the mingle of duty and liability of directors and managers.A director is not an agent of a corporation,instead, a manager shall be the agent of a company.The liability system of manager shall be determined based no agency law.Compared to director's duty of loyalty,managers have higher loyalty duty and the standard of duty of care is ordinary negligence.The bottom line of a manager agreement is not to cause the director to lose his supervising function as a result of empting the fiduciary duty of managers.The civil liability of managers to company is not a simple tort or breaching contract in nature,but shall be judged case by case.The civil liability of manager to the third party is better to adopt the theory of special tort act,emphasising the subjective fault of the manager.Chapterâ…¤:Revision and improvement of Chinese legal system of corporation manager.The development of manager system in China expressed a certain repeat.The current legal system for manager requires further improvement.Our legislation shall clarify the identity of agent in manager's external business,systematically regulate right of managers,and strengthen the judicial applicability of manager's duty,not claiming the application of rules of business judgement on managers.The legislation shall strengthen the civil liability of managers to company,at the same time establish civil liability system of managers to the third party.
Keywords/Search Tags:Corporation manager, Legal status, Managers' right, Managers' duty, Managers' civil obligation
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