A Research On The Corporate Manager Legal System

In modern corporate governance there is a tendency of manager centralism, and corporate managers are obtaining corporate controlling right. This phenomenon is usually regarded as so-called "managers' revolution", which should be paid full attention during the research of corporate law. The traditional corporate manager legal system should be reconsidered. Corporate managers' legal status should be redefined in the knowledge economy. The "managers' revolution" should be legally explained and the legal countermeasures should be provided for it. The traditional corporate law used proxy theory to define corporate manager's role. It held that the corporate manager is the shareholder's proxy and has no independent legal status in the structure of corporate authority. This explanation and the corporate legal system dependent on it have difficulty to suit the times of knowledge economy, because corporate manager's management knowledge and ability are more and more important for corporate operation, and become a manufacture element as well as shareholder's capital. This enhancing role makes corporate manager to seek higher status in the structure of corporate authority, which leads to the "managers' revolution". New practice needs new theory. According to the human theory and the contractual theory, the corporate manager is taking part in the corporate contract with his human capital, is not only in the status of proxy but in the status with three roles of corporate core human capital holder, executive organ of corporate business and corporate high-rank employee.In the knowledge economy, the corporate manager legal system under the proxy theory's single role of corporate manager should be reformed; the mandate, incentive and constraint systems of corporate should be built to suit corporate manager's legal status of three roles. The corporate manager's mandate and authorization must coincide with this status. New rules of manager rights and new qualifications of corporate manager should be established. The incentives to managers must be looked as the pay for human capitals, and should be diversify and dynamic ones. The salary, share, insurance incentive system of corporate manager should be built. The constraints to managers should be looked as methods for avoiding human capital to "shrink" or "abuse" material capital, and should be diversify and dynamic ones. The inside and outside constraint system of corporate manager should be established.