Study On External Guarantees In Companies

Of external guarantees in companies have its rationality and necessity of the existence. However, the present legislation concerned is incomplete, which results in a number of problems in practices. The promulgation of the new"Company Law"in 2005 has filled in a vacancy in previous legislation. For instance, the resolution departments, resolution process, withdrawal requirements of related persons in external guarantees, which has made great advance. But there is still some deficiency from actual prospective. Through some comparisons made with other countries'legislature, especially with America's, I proposed some rationalization suggestions aiming at perfecting Chinese external guarantees systems in companies. This article can be divided into five chapters:Chapterâ… : Mainly choose two cases in the Supreme People's Court to analyze before implementing the new"Company law". Firstly outlines basics and judgment of these two cases, then analyze according to the conclusions of"same cases, different verdicts"of the Supreme People's Court to figure out the decisive thought.Chapterâ…¡: Mainly analyze the relevant external guarantees at different periods of time. The article is bordered on the promulgation of the new"company law". Firstly outlines the previous relevant legislature and some of its problems and then analyze the improvements of the new"company law", namely states distinctly the ordinary guarantees and special guarantees and combines party autonomy and the protection of majority shareholders and minority shareholders'interests. Chapterâ…¢: Mainly analyze the sufficiency of the new"Company Law"concerning external guarantees in companies, namely it does not pay attention to protect enterprises'economic security and improve economic efficiency at the same time; it may lead to the malicious of legitimate interests of secured creditors; it does not clearly defined decision-making body in companies of external guarantees.Chapterâ…£Mainly on the analysis of foreign legislative experience of external guarantees.Thearticle generally dividedforeign company's externalguarantees legislation into three types: Firstly analyze the principles of prohibition,allowance for the exception represented in Taiwan's legislation and the principles of allowance and prohibition for exception represented in the United Kingdom. And then analyze the relevant legislation of the United States and compare it with the new "Company Law" from three aspects.Chapterâ…¤: Mainly make reasonable suggestions on improving the system of external guarantees of company.