Research On The Jurisdiction Intervention Corporate Governance

In 2005,Company Law of china has been revisyed by a large margin,a major highlight of this revision is that the Government would to relax administrative control of enterprises to expand the company and the shareholders of the autonomy.But as we all know,Countries has never been a bystander in the process of the formation and elimination of the private law relations,the country's compulsory measures are everywhere in civil and commercial law,and the Company Law is no exception. Besides,the self-adjustment mechanism of the business is limited in the modern society, and they need the regulation of the country on behalf of the community.So in this thesis, I choose a major way of the country's intervention in the corporate governance the administration of jurisdiction.The legal principle theory of law foundation and the essence which from the jurisdiction intervention corporate governance,on the based of the positive sense foundation,refers to the success experiences and practices of the two Legal System countries,this thesis mainly discusses the legal way and the moderate questions which the jurisdiction intervention corporate governance,and put forward some proposals in view of the insufficiency of the present "Law of corporation" which existed in this aspect,I hope to consummate our country's law of corporation.The first part of this thesis mainly discusses the essence and the legal principle theory of law foundation about the jurisdiction intervention corporate governance. Introduces the company autonomous concept and the connotation,as well as pure company autonomous limitation,in this foundation,further elaborates the rationale and the inevitability which the jurisdiction intervention corporate governance.The second part mainly discusses the legal way which the jurisdiction intervention corporate governance from the lawsuit mechanism and the non-lawsuit mechanism.In the lawsuit mechanism part,mainly discusses the shareholder direct lawsuit,the shareholder derived the lawsuit,the company legal person personality denial sues and so on;In the non-lawsuit mechanism part,mainly discusses the shareholder meeting judicature convenes,trustee's judicature appoints and dismisses,the objection shareholders stock returns to buys the request power implementation the judicial estimate, and the judicial relief of the shareholders who's right about known is blocked.Through to lawsuit mechanism and non-lawsuit mechanism typical system elaboration,proves the promotion and the improvement significance which the jurisdiction intervention corporate governance from the positivism angle of view.The third part emphatically proves the reasonable limitation question which the jurisdiction intervention corporate governance.The jurisdiction intervention corporate governance mainly is carries on through the court trying company dispute,therefore jurisdiction governs when the intervention company requests the court to be supposed to follow the company association personality and the company autonomous this premise idea,and should persist the judicial limited intervention principle when processing company dispute,moreover also should profit from "the commercial judgment rule" and other the overseas advanced experience,in order to restrain the criterion and the standard which the jurisdiction intervention corporate governance.This thesis expounds the judicial authority should maintain in the suitable limit when it intervente corporate governance,in order to prevent excessive intervention.The fourth part governes the aspect to our country law of corporation in the jurisdiction intervention company the legislation present situation and has carried on the discussion insufficient,pointe out the question in our country present law of corporation which exists in this aspect,then proposes in this foundation consummates suggestion in this foundation.Based on the above analysis and proof,this thesis draws the conclusion:the judicial involvement corporate governance is extremely essential,the moderate intervention which the jurisdiction intervention corporate governance powerfully promotes the corporate governance improvement,effective atonement pure company autonomous insufficiency.