Research On Theories And Issues Of Judicial Intervention Into Corporate Governance

The amendments of "Company Law" (2005) upholds the idea of liberation, it fully respects the autonomy of shareholders and corporate in designing system, which highlights the liberal role. The idea of corporate governance is mainly embodied Corporate Governance in company law system, its foundation of existence is based on autonomy, and the main purpose is in pursuit of self-independence, which emphasizing the achievement of interest balance among company, shareholders, regulators and other stakeholders, and promoting the interest maximum of company and shareholders. However, as important market players, the corporate behaviors are always under the supervision of the nation. In this sense, although as an independent legal personality company performs conduct and commits liability independently, corporate freedom is not unlimited, but is restricted. The restriction will not be disappeared, because it's the safeguard of freedom. So, the corporate freedom and control is an eternal topic in legislation and justice. While the legislators and adjudicators who also face the choice of freedom and control in the relationship between corporate governance and judicial intervention. For the reason, this article focuses on how to carefully explain the limits of them, and make full use of judicial power to ensue corporate governance. Then, it starts with the legal basics of corporate governance. Firstly, it analyzes the essence of judicial intervention and corporate governance, leading to the subject of research. Secondly, it discusses the values of judicial intervention in corporate governance appropriately, by analyzing the necessity of judicial intervention in corporate governance. Finally, by combining with the legislation and practice, and referring to relevant national and regional experiences, the article puts forward the rules of judicial intervention in corporate governance, and advances comprehensive proposal to the problems on judicial intervention in corporate governance. The article mainly consists of the following sections:The first part research the legal basis of judicial intervention in corporate governance. This part mainly analyzes the nature of corporate governance, the constraints of corporate governance and the nature of judicial intervention. Proposing that Judicial involvement in fact is the restrictions and interventions of private rights by public power.The second part study the necessity of judicial intervention in corporate governance. Based on the comparison of both positive and negative academic points of view, the value of judicial intervention in corporate governance present three aspects: first, justice is the principal guaranty in adjusting corporate activities; second, justice intervention is a necessary way to supplement the Company Law loopholes; last, judicial intervention is an important embodiment of the implement of the national economic development policy,.The third part set out the rules of judicial intervention in corporate governance. First of all this part describes the guidelines of judicial intervention in corporate governance and the view that judicial intervention would not play a role without full respect for the company autonomy . Judicial intervention in corporate governance is the company's passive, auxiliary adjustment mechanism. Secondly, this part describes the way of judicial intervention in corporate governance——litigation mechanism and Non-litigation mechanism, considering that litigation mechanism to be primary. Finally, this part elaborates on the principles of the administration of justice and how to master the boundaries of freedom and control .It is significant in judicial practice.The fourth part discusses the involvement issues and effective measures of judicial intervention in corporate governance. This part outlines the main issues in corporate law, and then analyzes specific issues and made sound recommendations, mainly on the aspects of the remedy of the rights of shareholders (shareholder proposal right to question ,the right to information, derived right of action, dissenters the right to repurchase request, the shareholders of judicial dissolution of the power), running of company organization (rights of held and resolutions of the shareholders) and the company Relations with the external .In conclusion, the article reiterates the significance of the research, and the research methods, and summarized the whole article. The inadequacies of this article will be revised in the future. We expect perfect law in judicial intervention in corporate governance be drafted soon, and the interest of people related be balanced while the company autonomy protected well and interests of the company promoted to maximize.