A Research On The Corporate Manager

The Corporate manager, as a legal institution deriving from the requirement ofspecialized management and operation efficiency, largely stimulates the rapiddevelopment of modern corporations. With the separation of own and management inmodern companies as well as the advent of the management revolution, the powers andauthorities possessed by corporate manager expand incessantly so that the corporatemanager has become the most important corporate organ in the company's day-to-dayrun of business. Such phenomena attract great concerns worldwide because the possibleabuse of manager's powers and authorities may incur irreparable damages to the benefitsof the company and its shareholders. By the methods of analysis, comparison andgeneralization, this article elaborately discusses the legal systems in respect of corporatemanager in all aspects and suggests to make some modifications about corporatemanager in China Corporation Act.Apart from the Introduction, this article is consisted by four parts as set forth follow:Part One Corporate Manager and Its Legal Status generally introduces the corporatemanager in the Civil Law System and Anglo America Legal System, and pays emphasison the legal status of manager. Comparing the representative theory and agent theory,this article concludes that because China Corporation Act treats the corporate manager asone of the corporate organs and endows it with the same powers and authorities as thoseof the director's in the western countries, the legal status of corporate manager shall be arepresentative of the company rather than its agent. However, such regulation, as ashadow of the out-of-date factory management mechanism prevailing in the plannedeconomy, is not reasonable and requires alteration to help corporate manager regain thelegal status of agent.Part Two Authorities of Corporate Manager mainly involved in three topics. (1) Thecorporate manager is the company's agent per se. In order to help a third party clearlyunderstand which activities conducted by the manager will bind the company, theauthorities of the manager shall be uniformly specified by the commercial law. However,the function and role of corporate manager inside the corporation shall be decided,subject to the specific conditions, by the company's Articles of Association, contractssigned by the company and its manager other than the company law. (2) After comparingthe authority scope of manager in Civil Law System and Anglo America Legal System,this article concludes that the authority scope of manager in Civil Law System is boarderthan his counterpart's in Anglo America Legal System. Therefore, civil law countriesmay take some measures to restrict the manager's authority scope in order to reduce theresult of possible authority abuse on part of corporate manager while Anglo Americacountries may take some measures to expand the authority scope of corporate officer inorder to protect transaction security. (3) Civil law countries use public registrationmaterials to testify company's manager and the restriction on his authority, and theunregistered events which shall be registered according to law will not take effect to aninnocent third party. American company appoints a corporate officer (the corporatesecretary) to testify the authorities of each corporate officer. Employing registration tomanifest the manager's authority and the restriction thereon is more convenient andsuitable for Chinese legal tradition, which shall be introduced by our lawmakers.Part Three mainly discusses the duties owned by manager to corporation: duty of royaltyand duty of care, and recommends to adopt Business Judgment rule as the test for dutyof care. In terms of duty of loyalty, this article puts emphasis on the regulationconcerning usurping corporate opportunities and self-dealing, which are the mostfrequent breach of duty of loyalty.In the last part of this article, the author suggests to modify some current regulationsreg...