On The Legal Regulation Of Corporate External Guarantee

Corporate guarantee is widespread in the development of market economy. The history of the corporation law, however, has not been consistent when addressing corporate guarantee. Concretely speaking, corporate guarantee in the early stages of corporation law were strict restricted, neither under the Ultra Vires Doctrine in common law nor under the civil law mode of strict regulation with exceptions for a few special condition. The reason why legislations regulate corporate guarantee and what is the underlying reasons for this common predominant that intervened by national legislation process, are the primary problem for us to define and analyze. Of course, these are not the answer only for us to find out.Since Ulpian, there has been some relatively clear distinguishing between public and private law. An important significance of the division of public and private law lies in that it can protect private right from excessive intervene from the public sphere. According to the principle for the autonomy of private law, corporate, as legal person, is an independent civil or commercial subject which has by nature the right to guarantee. Private law, however, needs the watch from the public law allowing some kinds of intervention from the public section which is limited by the aim to fulfill a better autonomy of private law.This paper will review the logic of corporate guarantee, and, through ascertaining the reasonableness and deficiency of government regulatory, find out the limitations of the boundary-line of intervention. It will be concluded in this paper that corporate guarantee can be controlled by procedure regulations without substantive legal restriction. Thus, more careful work-up will be needed to assure the reasonableness of corporate guarantee in light of the complexity of the procedure.