Value Choice Of Chinese Corporation Law

Different institutions are due to different realistic needs in corporation law. They embody differently legislative purposes. Different institutions which corporation law comprises have differently leading value choice (for example coercion and liberty, security and effectiveness, equity and justice and so on). The thesis will reflect on the value choice of our Chinese corporation law from coercion and liberty. Which is the value choice of corporation law apt to, coercion or liberty, possibly seeking another way which is more suitable for Chinese reality? That will be given a distinct answer, it is not only an essential problem of corporation law, but also it is the core of the thesis.At first, we should clearly know existent value choice of our Chinese corporation law for working out solutions of the problems in it. Value choice is an abstract concept, according to philosophical principle, abstraction is embodied by concrete. So it will be demonstrated by relative institutions. In 1993corporation law, corporate capital is conservative, for example, corporate capital is quite strict, bottom of register capital is extortionate, condition and procedure of capital increase are also quite fussy, the classification and mode of capital subscription are unreasonable, transfer investment is limited, and so on. Corporate governance is quite arbitrary, for example, stock rights is quite concentrated, leading shareholders control the meeting of shareholders' conference, the independence of board of directors is not strong and personnel structure is unreasonable, powers of manager is inflated, corporate merger and separation are quite complicated and so on. In 2005corporation law, the limit of corporate capital greatly widens, for example, establishment of corporation become easy, installment is applied, the limit of the proportion of transfer investment is cancelled, the classification and mode of capital subscription widen, and so on. Corporate governance greatly break through, for example, one person corporation comes into 2005corporation law, corporate organization is simplified, it adds new rules to solely state-owned company, the limit of establishment of company limited by shares is cancelled, and so on. Rights of shareholders greatly widen, for example, shareholders can decide existence and disappearance of company, essential rights which shareholders should know greatly widen, bonus can be allotted freely and priority of capital subscription for shareholders can be appointed freely, exception shareholders enjoy requests, it adds rights of convocation of meeting of shareholders' conference, shareholders can repeal the decision of company, shareholders enjoy rights of proposal, and so on.Noticeably 1993corporation law is apt to coercion in excess; 2005corporation law is apt to liberty in excess. But neither case is proper. The operational results will deviate from the original purpose, so problems are unavoidable.At second part, referring to the diseases of 1993corporation law which is apt to coercion in excess, corporate capital is poor and idle. It embodies that strict corporate capital, bottom of register capital, condition and procedure of capital increase, the classification and mode of capital subscription, transfer investment bring so many problems. Corporate governance is stiff, at the same time operation is improper. It embodies that stiff procedure of meeting of shareholders' conference, autarchy of board chairman and weakening effect of board of supervisors also bring so many problems. And referring to the diseases of 2005corporation law which is apt to liberty in excess, installment brings some problems that come from time of capital subscription, shareholders' right and liability; without limit of transfer investment also brings some problems, such as breaking micro-shareholders' rights and generating new problems; other potential problems could come into being and so on.At last, sum up perfection. Although 1993corporation law is apt to coercion in excess, on the contrary, 2005corporation law is apt to liberty in excess, in fact they are not opponent and can not be dissevered. So I think that the value choice of a scientific and available corporation law should promote the autonomic spirit and reasonably enlarger liberty; furthermore hold to the interaction of coercion and liberty, sufficiently respect our Chinese reality. Besides macroscopic theory, These mainly depend on the perfection of corporate capital, corporate governance and other fittings. Finally the value choice of our Chinese corporation law will correct and found, and the effect of corporation law will be sufficiently exerted.