The Study On The Conflict Of Interests And System Of Right Restriction On Corporate Donation

Donated system has great significance to market economy and the company's own development. It is an important legal system in modern company law. With the development of economy and social progress, the company's own economic power is growing gradually, and the expanding pursuit of maximum benefits for shareholders has great impact on society. Under this situation, theory of social responsibility emerges, which emphasizes that the interests of all societies should be maximized and enhanced in the pursuit of maximum benefits for shareholders. Donation is a direct way for corporations to take social responsibility and to promote social welfare.At present, the companies have become the major contributors in China's public welfare undertakings. However, due to the imperfect provisions of laws and regulations, corporation donations have many problems in practice, such as company false donations, corporation malicious donations to avoid debts, corporation donations can not be realized and so on. These actions do harm to the legitimate interests of stakeholders, and are not conducive to maintaining social welfare. The specific system design of corporation donation should reflect the balance of the interests of shareholders, corporation interests and social interests, which is mainly reflected on identification of donation, attribution of decision-making power, amounts and object of donation as well as rights relief mechanism of shareholders.Under the imperfect legislation, arrangement of decision-making power, refinement of directors'fiduciary duty as well as definitude of amounts, objects, and decision-making processes act to bind corporation donations in the company., while out of the company, stakeholders need to use the provisions in "Company Law" and "Contract Law" to relief their own rights and correct inappropriate behaviors of corporate donations. The ultimate goal of legal regulation is to encourage companies to donate, to safeguard the interests of shareholders and the company, and to achieve the balance among interests of shareholders, corporate interests and social interests, thus to promote the harmonious development of society.