On The Limitation Of Freedom Of Statutes

As F.A. Hayek said:If democracy decides a task, and the task must be used without obeying the rule to guide the power, it will surely become the arbitrary power. In a company, the company attaches importance to share equal democracy, not the shareholders equality rules. Therefore, compared to the partnership partner equality and" consensus" principle, the democratic system in the companies is very different, which reflects as the combination of share equality and majority decision rule. That hangs the sword of Damocles over shareholders’ rights and obligations, because of the undue influence of constitution. Because the majority makes the less partial people must accept the majority arrangement, and on which basis, the shares equality will destroy the balance of contrast of both parts. The combination mentioned above is so-called the capital majority rule. If not according to the rules to guide, the capital majority rule would likely constitute unfair impact on the rights and obligations of the shareholders. Based on the rights and obligations of the shareholders, this paper will discuss the limits of freedom of charter, and summarize general rules when setting the rights and obligations of shareholders, in order to provide some suggestions and analysis on research on the theory of company law, the judicial practice and the formulation and revision of the charter in the process of company autonomy.