Research On The Perfection Of Discretionary Norms In Chinese Corporation Law

Corporation is the primary economic organization form, and corporation law which adjusts corporation is also becoming more and more important in economic development. Private autonomy is the cardinal principle of corporation law, which means corporation law should fully respect corporation autonomous and reduce the state intervention to corporation operation. In the collocation of legal norms, we should reduce the appliance of mandatory norms, but constantly expand the breadth and depth of the application of discretionary norms.Many countries, especially the USA and Britain, attach importance to the management of corporation greatly. Corporation law of these countries, which carries out the spirits of private autonomy entrusts full rights of autonomy to corporations through the widely application of discretionary norms. The omnibearing application of discretionary norms, which causes corporation law fully accord with the cardinal rules and actual demands, is infusing new vigor into the development of corporations. While observing corporation in our country, which although has relaxed the control of government to a certain degree after revise, still restrict corporation autonomy a lot. The application of discretionary norms is severely short in whether breadth or depth.In view of above situation, we should draw on the foreign advanced legislative experience based on the condition of our country to alter and perfect discretionary norms in our corporation law constantly. This article analyses and tables some proposals in two aspects: overall conception and design of concrete statutes. On one hand, in order to consummate discretionary norms in Chinese corporation norms, we should get an accurate assurance in overall idea including three aspects: guiding principle of legislation, construction of legal framework and disposition of discretionary norms. On the other hand, this part submits several suggestions to the perfection of concrete law in aspect of corporation's establishment, way of shareholder's investment, governance of corporation, and so on.