| The articles of corporation, a basic document mandated by the corporation laws, and made by all of the shareholders or promoters, rules the organization and practice of the corporation and the relationship between the corporation and all relevant parties. It concerns almost all of the important aspects of the company law. The articles of corporation have the contract value to the corporation and its member and all officers, as well as publicity values to the third party. It binds the corporation, shareholders, directors, auditors and managers of the corporation, thus making it the most important document of the corporation. Its stability and reasonability is beneficial to the healthy development of the social economy.Traditionally and historically, our society pays much less attention to the articles of corporation than the western countries, because our socialist market economy is far from perfectly established, and the effect of enterprise's behavior in compliance the state order still exist, and our corporation system just put in operation for less than ten years, hence many loopholes, the standardization, authenticity and authority for the articles of corporation are not up the requirement of laws, and also the understanding of the issues, such as the nature, the legal effect, the contents, the forms and the modification of it is varied in the academic circle. All these make the articles of corporation not much effective, which it should have.Based on the theory of Private Autonomy and Sacred Private Right, traditional Company Law limited the influence of the articles of corporation within the company. But this idea is confronting a challenge. Because the articles of corporation always govern the external matters of the company, it should be put under the governance of the rule. Although the institution of the company was introduced into China briefly in time, the disputes resulting from the institution of the company come once and again, especially in those listed companies. At present, in our stock market, many majority shareholders set some restrictive clauses in articles of corporation to deprive of other minority shareholders' rights under the permission of the institution of the company. The Company Law demonstrates the will of the country and struggles to the interests of the shareholders, especially for those of the minority shareholders. In this way, it balances the game players' interests. If the conflict between the articles of corporation and the Company Law cannot be dissolved justly, the social status of the company will be undermined, and the spirits of the Company Law will be impaired.For an in-depth exploration of this problem, this thesis sets its research on the conflicts between the articles of listed company and the Company Law with its solutions mechanism as its topic. It consists of four chapters.The first chapter begins with an analysis the social status of the listed company. It elaborates the present situation of the conflicts and its consequences and renders a guideline to protect the minority shareholders interests. Actually, this part expounds why the author did the research and highlighted the problems that paved the way to the further research.The second chapter probes into the causes of the conflicts. It is the difference between their characteristics, will and value that results in the conflicts. The articles of corporation are not only an array of the internal autonomy rules, but also the embodiment of the will of the shareholders. It gives top priority to high efficiency. The Company Law is the product of the publication of the private law; the manifest ion of the will of the country, it enhances equality values. Besides, the decision principle and the problem of " trust and agency" make it easier to infringe the minority shareholders' interest, resulting in the occurrence of the conflicts.The third chapter analyzes the form of the conflicts with detailed case study. The diversity of the form makes it impossible to include all the forms; otherw... |
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