On The Protection System Of The Stakeholder In Company Law

After 19th century, it happened that immoral commercial activity ,such as abusing the new science and technology, polluting environment, discriminating the staff in America and other Western nation. These initiated the serious social question. The people started to examine whether the civil right is absolutely free, and reconsider the traditional viewpoint that enterprise only is the tool producing the product and providing the service. Then the theory that the company drive to maximize benefit was revised. The company doesn't undertake only the economical responsibility but also the social responsibility which include the law responsibility, the environmental protection, the morals responsibility. This becomes the development tendency of the theory on the company law. In the 1990s, along with the knowledge economy development which takes human capital as the foundation, the staff skill, the organization ability becomes the foundation of the modern company to create the wealth. The operator and the staff invests the human capital to the company, inevitably they will have to undertake the correlative risk in the company. Thus they are also closer relation with the company. And they are linked with whether company's management is success or failure. So the company is not only stockholder's company. Therefore, the people gradually realized that when stakeholder widely participate the corporate's management, the company can smoothly solve the social question which the company faces, can well maintain the stability of the company, finally can promote company's economic efficiency. Specially, since 1980s, the measure that corporate management taked to counter purchase departs from the stockholder's benefit. The condition has initiated unprecedent attenion to the stakeholder. Along with the human capital was appearing more important role, the traditional viewpoint that "The company only is stockholder's body and the tool making money" faced many challenges. Hereafter, the fundamental research about the stakeholder obtained more achievement. That instructed the legislation on the company law. And that also obtained the good effect in the practice. The fact that stockholder's rights in the modern company dispersed gradully denies the idea that the stockholder's Rights is supreme. That idea is gradually substituted with the theory of the stakeholder.In the process of the new company law revising, referring to the overseas legislation experience, we had gradually introduced the theory of the stakeholder. This can be verified in the comparison between the old Company Law and the new Company Law. New"Company Law"breaks the limitation of traditional government structure, and has given the full attention to the stakeholder. New "Company Law" draws experience in various countries. There explicitly stipulated that the company should undertake the social responsibility, strengthened the protection to the staff, inherited the reasonable ingredient which protects the creditor in old "Company Law", and revised the incomplete content. All these are a great progress in our country's Company Law. But, because the theory of the stakeholder just emerged, some contents are still in argument and need further development. New "Company Law" only can provide protection to the stakeholder in the specific item, is unable to provide the comprehensive protection for the stakeholder. The law is unable to substitute the general protection to stakeholder in Contract law, the Labor law, the Counter- monopoly law. Therefore, we must profoundly understand the stakeholder make great role to the company's survival and development. On this foundation, we must comply with the development tendency of the modern corporate, abandon the viewpoint that the stockholder maximizes benifit, make the protection to the stakeholder as essential system in Company Law. At the same time, we should fully realize the comprehensive protection of stakeholder is long and arduous.This article analyses the language source of the stakeholder and its theory production and the development, has discussed the profound social factor which this theory contains, and through analyzes many different theories about the protection of the stakeholder. The author summary its function which displays in the various countries' Company Law. Through the design concrete system, the author attempt to protect the legal rights and interests of the stakeholder, for realizing the company's scientific decision-making, maintaining company's management and the sustainable development. On the basis of analyzing Company Law in main capitalist countries, the author considers present condition in our country, then analyzes the situaiton about the protection theory in Company Law. The author points out the flaw in the system design in the Company Law. According to the theory, the author proposes suggestion about the legislation, constructs the protection system of the stakeholder in our country.