| With the development of the socialist market economy and continuous improvement of the legal person's management structure of modern enterprises, how to correctly define the legal position of the company manager, who plays an important role in routine business management of a company, becomes an issue to catch more and more attention. How to standardize the legal position of a company manager theoretically in legal aspect, and how to perfect the power and obligations of the company manager in the aspect of legal institution have become a core issue for regulation of modern enterprise system and perfection of modern commercial law system of China. This thesis discusses the legal philosophy on company manager, borrows the provisions of world countries from different law systems on various legal positions, combines cases of self-governed standardization and forced standardization of the company, integrates structural positioning of company manager in relation with multiple laws, and probes into the management standard on listed companies in China, based on which, the author forwards the new company commercial law system concerning how to establish the commercial registration system of the company manager, how to authorize the power to manager, and how to re-establish manager's domain of power, ultra vires regulations, and manager's power execution modes, etc.As for study method and methodology, this thesis adopts many study approaches to define jurisprudent fundamental for legal system of company manager; uses value analyzing approach to re-establish the orientation of legal system of company manager, refers to conclusions from positive study in specific content of the company manager system, makes cross comparative jurisprudent study on the company manager system, uses induction and summarization method to longitudinally comb and sum up the original legal system of the company manager, and forwards viewpoint on technical and theoretic foundation for legislation of manager system in the future company legislation. Starting from the concept, and based on analysis of its internal structure and external features, this thesis forwards the theoretic basis and specific method for solution. That is also to say, following sequence of concept, source, structure and construction principle, method and system perfection of company manager, it makes intensive study on legal role of company manager and perfection of related legislative system, which go in details as follow: Firstly, in conceptual study of the company manager, it analysis the legal position of the company manager, makes cross comparative analysis of related conceptual connotation and denotation of the company manager, based on which, it expounds the jurisprudent foundation on how to design the legal position and specific rules of company manager at the beginning of this thesis. Secondly, under the prerequisite of structural analysis on jurisprudent concept of company manager, it further discusses different opinions on the company manager values reflected in different legislative cases. It makes prudent description and analysis on legal characters of the company manager according to the provisions of legal documents and jurisprudent doctrine such as civil law, commercial law, especially company law and related cases. The following three points are summed up: Firstly, according to theory on civil agency in the civil law, the position of manager shall come from the appointment by the shareholders' meeting of the company; secondly, according to the theoretic analysis based on commercial law, the main responsibility of the company manager is to operate and manage business; and thirdly, according to the company law and other jurisprudential studies, the legal position of the company manager shall be the senior managerial staff receiving salary. Thirdly, concerning setting of manager position in the company and source of manager's power, through comparative analysis basis on setting manager position in company legislation of in some countries and...
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