A Study On The Compulsory And Random Norms Of Shareholders Meeting

In the legislation of corporate law, two questions are often raised: Which articles should be compulsory? And which could be random? Similar questions will be raised in the practice of corporate law: Which rules are compulsory? And which are random? These are all basic questions in the study on characters of corporate law. This paper also focuses on these issues, with norms of shareholders meeting, key points of corporate governance, as its subject.The paper first discusses the relation between compulsory and random norms. On reviewing the development history of corporate rules, it is found that autonomy and compulsion are coexistent. Comparison of the strength of the two sides will influence the development of the companies. Compulsion is not to suppress autonomy, but to support it. After clarifying the relation between autonomy of private law and the corresponding compulsion, the relation between the compulsory and random corporate norms are discussed. Analysis on autonomy of private law with dichotomy indicates that autonomy of private law as we know is actually a description of the real status of autonomy of private law, which includes legitimate autonomy of private law and illegitimate autonomy of private law, as well as abuse of autonomous rights. Compulsion under autonomy of private law aims at preventing abuse of autonomy or to relieving the sufferer of abuse of autonomy. Corporate autonomy is the embodiment of autonomy of private law in corporate law. Autonomy of private law is the theoretic origin of corporate autonomy. So corporate autonomy in corporate law can also be divided actual autonomy and theoretic autonomy. As the legal manifestation of corporate autonomy and compulsion, compulsory and random norms in corporate law are not absolutely opposite, but are protecting and supporting corporate autonomy from different angles.To find the dividing line between compulsory and random norms, scholars haveclassified norms of corporate law according to different standards. Scholars' different views on classification are all rational to some extent, but all of them have deficiencies. It is generally considered that, if norms of corporate law are classified into a certain kind, whether the norms are compulsory or random is determined. However, this study finds that even norms of corporate law are classified according to existent standards, every specific stipulation is included into each classified norms, whether the norms are compulsory or random still can't be decided. Therefore, the paper considers that classification of norms of corporate law is to satisfy the needs of study on the overall norms of corporate law. Study on a specific norm should be individual thinking on each specific article. Dividing line between compulsory and random norms isn't clear at a glance. To delimit compulsory and random rules, the correct method is to analyze every specific norm and discern which part of it should be compulsory and which part could be random, according to its orientation of value.The paper points out the important role and the theoretical and realistic significance of the norms of shareholders meeting, as well as the plights of norms of shareholders meeting in legislation and practice. It also explains the worthiness of the study.Then, the paper studies on delimitation of compulsory and random norms of shareholders meeting. After each specific norm is analyzed, which part of it is compulsory and which part is random is decided according to its orientation of value.