The Impact Of Corporate Governance Structure On The Validity Of Contracts

The theme of this paper is focus on the impact of corporate governance structure on the validity of contracts from a perspective of ultra vires.The overall goal of this study is based on the analysis of practice experience.And it is from a perspective of ultra vires in the internal governance structure of companies too.What is more,it analyze the impact of corporate governance structure on the validity of contracts from a perspective of ultra vires within the two aspects between theory and practice.Then which state of contract will be judged one by one,such as effective,invalid,revocable,revoked and undetermined etc.The purpose of this study is to clarify the confusion of the system, also explain the phenomenon of law, and concludes with the general rules, and then inductive and deductive on the base of these theories as well.From the realistic question analysis to inductive theory, and deepening and falsification, meanwhile the system construction is attached too.This is the basic paradigm of this paper. In the paper, we will consciously follow the basic path of "finding the problem- analyzing the problem- solving the problem". At first, beginning from the practical problems arising from China’s legal practice, respectively from the aspects of the practical problems of the form, the interpretation of legal texts and from the theoretical analysis and rethink our corporate governance structure on the impact of the validity of the contract performance, origin and essence. Secondly, analysis corporation governance structure affect the validity of the contract of the specific circumstances.It focuses on the analysis of these factors,such as the defects of the shareholders’ meeting and the directors board of the companies, the ultra vires of the legal representative, the ultra vires of directors and managers and the several key problems.Meanwhile the article analyzes that the foreign corporate governance factors affect the validity of the contract of the case, the system and the theory, to explore the significance at the same time. At last, it analyzes the special circumstances of our country and the special type of corporate governance structure, which may affect the contract validity, in order to solve the special problems in our country’s practice.Finally, to company contract validity impacted by the ultra vires in the corporate governance structuref, analysis and inductive theories,and give a the legislation suggestions on the base briefly.Below is the main content of this article:Chapter 1 "Introduction". First, this chapter analyzes the current and vague system at the beginning.And it puts the problem forward,then defines it as well. Secondly, it is pointed out that why need to study that the corporate governance structure affects the validity of the contract.That is the theoretical and practical significance of the study.Third,there is a comprehensive analysis and a brief evaluation to the domestic and foreign related research literature.And then the chapter points out the problem in the existing research results.It takes on:single research method,the lack of basic data, research tasted, induction not enough in-depth system deficiencies. Subsequently, in the research path, this paper points out the characteristics and research framework of the research path of this paper.Finally, according to the theme of this thesis, we choose the case analysis, empirical research, comparative study, historical research and legal economic analysis,which is as the main research methods of this paper.The second chapter is "analyze the basic theories that the impact of corporate governance structure on the validity of contracts ". This chapter analyzes and defines the corporate governance structure at first, to the contract validity as well.Then it make the problem more special and clearer.At last the chapter analyses the existing basic theories on the issue that the corporate governance structure impacts the validity of contracts.In another words,that is the regulation theory about the validity of contracts impacted by the corporate governance structure.This chapter clearly defines the theme of this study, and lays a solid theoretical foundation for the research on the type of the system in below.The third chapter is “the validity of the contract impacted by the defects of the shareholders‘ meeting and the board of directors". First, there is an analysis.If there is a kind of violation of the law among the dicisions of the shareholders meeting and the board of directors,which does not abide by administrative rules and regulations, how about he validity of the contract?Then, the chapter analyzes that the shareholders’ meeting and the board of directors violate the normative documents. How the validity of the contract will be?Thirdly, the paper analyses that the shareholders meeting and the board of directors violate the articles of association,and them how the validity will be?Finally, having a preliminary conclusion.Only if there were a violation of the mandatory provisions about validity,there would be an invalid contract,whether it is physical defects or defects in the procedure in the dicisions of the shareholders meeting and the board of directors.What is more,the attitude about the cognizance of mandatory provisions must be very cautious.In addition, there is a violation in the shareholders’ meeting and the board of directors according to the resolution of the other normative documents, the company’s charter, etc.,and the contract is not so effective except this.The fourth chapter is "the validity of the contract impacted by ultra vires of the legal representative". This chapter analysis the performance about the ultra vires of the legal representative.Then, there is a successive analysis of the reason of legal representative ultra vires in contracts.And the chapter makes a detailed interpretation in the interpretation of Article 50 of the "contract law".At third, there is a comparative legal study on the validity of the legal representative of the ultra vires contracts. Finally,then analysis on the validity of a legal representative of the ultra vires contracts were analyzed and summarized. Preliminary conclusion is: the duty behaviors of the legal representatives are the behaviors of his companies,to a bona fide contact party.That is to say, the validity of contracts validity should not be affected because of the problems of the internal governance structure,if the legal representative signed with the another contract party for business.The reason is the representative of the agency or the representative theory in the institutional level,but the division of internal and external relations is its deep-seated reason.The fifth chapter is "the validity of the contract impacted by the ultra vires of the directors and executives besides of the legal representative". This chapter begins with a statement of the directors’ and executives’ of acts of the ultra vires.Then it followed by analysis of the validity of the contract is impacted by the board of directors of the ultra vires.And then it is to the managers,supervisors and other senior executives as well.The preliminary conclusion is: the directors and senior managers shall have the right to represent the compay to have a contract,it concluded that the contract will be a pending contracts, and should give a kind of right of ratification to choice.The company have a right to decide whether the contract is effect or not,and it is a way to protect the party’s interests better.The sixth chapter is "the validity of the contract impacted by the special corporate governance structure".This chapter analyzes the influence of the contract system on the basis of the specific national conditions of our country.Firstly, it analyzes the possible influence by the contracted management companies.There is special contract system on the structure of the company’s internal governance.Secondly, it analyzes the influence of the possible effect of the contract on the basis of the analysis of the internal governance structure of the state-owned company.Then,on the basis of recognizing that family system influences corporate governance structure, the effect of corporate governance structure on the contract validity is analyzed.The conclusion is that the contract party do not need to increase the extra scrutiny obligations because of the special corporate governance structure.It is a kind of request and tendency,which comes form the modernization of companies and company law,and it is the inevitable result.The seventh chapter is "in conclusion".This chapter is divided into three sections to summarize the main points of this paper. This chapter systematically summarizes the formal boundaries, the review obligations which is responsible by the contract party, and the distinction theory of internal and external behaviors.Finally, this chapter also briefly describes the enlightenment of the legislation on the legislation.