Corporate Autonomy Or State Intervention

Coordination between corporate autonomy and state intervention is a basic theoretical issue of corporate law and a realistic problem of ideal function of the company law norm. The history of corporate law is the history of enacting limit of state intervention. At present, it is necessary that we research the relation between corporate autonomy and state intervention, when our country joins WTO, market economy develop gradually and our country promulgates the new of"corporate law". This article tries to analyze equilibrium dimensions between corporate autonomy and state intervention, and consider the property and the lowest limit state intervention with the variety of market and society.This article is divided into three parts. The first part: the overview of the existing theories: the confrontation of two kinds of theories. The domestic and international scholars put forward a lot of theories surrounded with the property of state intervention in corporate law. However, not only corporate autonomy based on the contract theory of the company, but also state intervention based on that the market is out of order, consider partly the values of law. The dialogues of each other haven't found out the common base, getting bogged in circulating argument. They only have the limited instruction meaning to policy. When handling the realistic problem, they are useless and they can't accurately tell how we should act. Generally speaking, the market and government exist in the same time, and the company autonomy and the nation intervention keep together. Not only it is impossible that we generally explain which is more effective escaping from the particular system foundation of market and government, but also it is difficult respecting the particular system foundation of market and government.The second part: analyzing the reform of state intervention in corporate law of American and Chinese. Under the different nation, economic system and the law tradition, the target and function of corporate are different, and the equilibrium dimensions between corporate autonomy and state intervention is also different. By analyzing the corporate law reforms, we can discover: the contest between the company autonomy and the nation intervention is decided by the situation. Whenever investors lose their confidence because of market cheat, a set of law that enhance state intervention will always be published; whenever the economy is decline because of government controlling, the assertion of relaxing control re-raise. Three aspects of situation -- policy, market, and theory -- decide the variety between corporate autonomy and state intervention.The third part: analyzing the lowest limit for intervention in corporate law. Is there a lowest limit of state intervention in corporate law theoretically, taking off the change in the concrete environment and neglecting some factors which is not important but exist objectively. Which things of the company can be negotiated mutually only by the shareholders and the investors of company? The nation shouldn't carry on an intervention actively in any circumstances. But for some other things in the company, the nation can interfere actively in the particular condition. The writer think that if the objects, which should be project, can't protect themselves or the"negative externalities"exists, and the objects is widespread, the nation can carry on an intervention. According to the characteristics of company organization and corporate law, the writer rries a distinction to the structure of company law norm deeply, and the iter thinks the public company should mainly apply compulsive norm, but no-public company should mainly apply no-compulsory norm.