The Study Of Corporate Manager Legal System

Modern enterprises system promotes the manager to a core post in a normal corporation,then manager problem has become the most extrusive problem in practical operation of the modern corporation's regulation gradually. Corporate governance is somewhat a checks and balances system to supervise and control all the regular behaviors of the corporation managers,and the corporation manager legal system has become an important field in the theory study of business law. In our country,the study of the corporation manager legal system has not been put to a crucial position,and even been neglected with a normal treatment. Such insufficiency of theory preparation will induce an incomplete manager legal system definitely,in addition to the absence and faultiness of our legislative arrangement accelerate the conflict between the system arrangement and the real economic circulation,which makes the manager problem stand out. So,the study on the corporate manager legal system has the profound theoretical and practical significance to improve corporate governance and corporation legal system.On basis of the agent status and the corporation merchant's characters possessed by corporate managers,several problems among the corporation self-discipline regulation,compulsory norm conformity and the manager's legal reputation which are under the multi legal relationships,have been discussed in this thesis,moreover the imagination of establishing corporation manager business legal system which consists of managerial commercial registration system,right and duty system,and ultra vires act effective regulation has also been presented. There are lots of study methods being used in this thesis,in order to make the argumentationof this thesis deeper and broader. To clarify the basis of legal theory on corporate manager legal system,this thesis uses correlative economic theories and methods and also the opinion of economic analysis jurisprudence. This thesis uses value analysis method to defmitude the trend of corporate manager,and takes the conclusion of positive study as the reference of constructing the concrete content of corporate manager system. This thesis also uses the comparative analysis method to study the corporate manager system in landscape orientation.There are four chapters in this thesis,and about 50 thousand words.Chapter OneIn Chapter One,thesis tries to set up a theoretical basis of constructing manager legal system. With the assumption of Berk-Means model being used in most modem companies and two economics theories,Humanity hypothesis and Agency theory,this thesis deduced that the potential abuse of manager's power must be limited and inhibited by a power-balanced system through a rational way. And then this chapter has disserted the legal theory basis of manager system from legal aspect,that is,applying the answer to why the manager post is necessary for a company and what kind of manager is available. In concern with the manager system,Arbitrarily elective norm should be the fundament and Peremptory norm should be the exception to the limited company,but compulsory law would be the component basis to the joint-stock company,which derives from the different cognitions on the characters of company law by two theories of company management,Agency Theory and Contract Theory. Finally,this chapter has analyzed the legal basic value-security and efficiency,which are included in the detail regulations of manager system.Chapter TwoIn this chapter,thesis tries to establish a basis of designing the practical regulations of manager legal system,by analyzing the legal status of company manager. First of all,it compares the legal conception of manager,and analyzes the different views of the value affected by different legislative systems. Secondly,itmakes the analysis that we should use legal enforcement or merchant autonomy to order the manager power,by comparing how to design manager post and treat manager power in other countries. Thirdly,it clarifies the manager coordinate in the company inner str...