On Conflicts And Balance Between Company Autonomy And Judicial Intervention

The new Company Law adheres to the principle of company autonomy in business law, emphasizes shareholder and company autonomy, enabling the random norms to have wider scope of application. However, in order to effectively regulate company autonomy, it creates certain room for judicial intervention of company management, therefore providing concrete norms for the balancing of company autonomy and judicial intervention. Nevertheless, reality goes far beyond texts. There exists dynamic imbalance between the two in reality. For this reason, the author, taking company autonomy and judicial intervention as subject of research and from the perspective of the conflicts between them, seeks to find the way of balancing in judicial practice.Firstly, the article analyses the nature of company autonomy, reveals that the theoretical basis of company autonomy lies in the doctrine of autonomy in private law and the company contract theory, according to which a company shall have full and independent personality and a sound article of associations. Legislation should pay certain respect to the independent personality and autonomy of company, which is the very need of economic development.Secondly, the civil acts of company shall also be subject to the principle of"no right abuses"in private law, therefore, the state shall be allowed to restrain the autonomy power of company. In broad sense, the company autonomy and judicial intervention enjoys a relationship of antinomy and identity. Effectively judicial intervention shall be based on the accurate comprehension of the nature of company, the precise interpretation of its rules and regulations, and the adherence to the principle of moderation in order to achieve the dynamic balance of relationship between company autonomy and judicial intervention.Thirdly, in consideration of the interactive relationship between company autonomy and judicial intervention, the judiciary should stick to the principle of limited intervention in judicial practice, cultivate the notion of balanced benefits in adjudication. The following principles should be maintained to achieve the balance there between: the principle of taking company autonomy as the main method and judicial intervention as the subsidiary method; taking procedural intervention as the main method and substantial intervention as the subsidiary method; taking rules of business law as the main authorities and rules of civil law as the subsidiary authorities, and so forth. Otherwise, either the expansion of company autonomy or the infinite expansion of judicial powers will cause great harm to the society.Finally, the article analyses and presents ideas as to how to achieve a balanced relationship between company autonomy and judicial intervention in practice so as to obtain integrity and unity in adjudication, from the perspectives of not only the limited liability company and joint stock company, the random norm and compulsory norm, but the internal and external relationships of company.