The Research On Legal Problems Of Directors Ultra Vires

Nowadays such an legislative trendency has appeared in company laws of many countries.That is the competence of the shareholders will be weakened while competence of the directors be strenghened, and the exertion of the manage and administration authority of the campany will be alloted to board of directors. The moderate expansion of the directorial authority will realize the separation between Shareholders equity and Corporate ownership and is an adaption to the objective needs for mordern corparation management to be specialize, efficient and fast . However overexpansion of directors'authority will inevitably induce abuse of authority and harm of behalf of interests. Just as Montesquieu has Incisively transferred,"Everyone who has authority is apt to abuse it…man who has authority will use it until it is out of its range"Company Law as the regulation of the Corporate Managing Structure has its Primary objective of trying to frame a'Constitution'.It should define and limit the hub of power—privileges of directors so as to achieve a balance of interests. Because of the influence to authority of directors both from inter and outer of the company ,the corporate managing structure can not produce any economic and social benefits without the restraining mechanism from both internal and external company. And only the many kinds of internal and external strength mutual check and balance each other,can the corporate managing structure better plays its role.Directors is the agent of the company,and agent system concerning Civil Code should be refered to when handling with the relationship directors has between the company , the shareholders and the third person. At the same time, directors must also refer to agent system to confirme its commitment to the company, shareholders, and the third person and any other problems when they exceed their authority to manage the company . As the agent of the company,directors should act as a good manager and creat maximum profit for the company. At the same time,as the deputed entity,the company will develop company charter, internal resolutions and regulations to aviod the authority surpass of the directors.Therefore, today when directors'power is expanding moderately, the objective of preventing directors from authority surpassing should be achieved by company's internal and outernal power's supervise on the process of directors'authority exercising. And on this basis ,an restrain and balance system which not only can guarantee the directors'free and efficient practice of authority but also can prevent and restrain the directors from the abusing of authority should be established. This has improtant theoretical value and practice guiding meanings both to consummating the corporate governance structure of our country and to improving of the company's operating management level.