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Norms Of Corporate Autonomy Under The Companies Act

Posted on:2006-07-15Degree:MasterType:Thesis
Country:ChinaCandidate:R FanFull Text:PDF
GTID:2206360155966002Subject:Law
Abstract/Summary:PDF Full Text Request
The elaborate Government's Regulation to counter the problem occurring China's corporate governance practice is unreachable. In the worldwide, de-regulation and offer a more width freedom to corporation is now becoming one tide.The corporation is an economic institution that is owned and managed by human actors among which the conflict interest of various partners can be balanced throng the mechanism created by themselves in a negotiable way, because only corporate actors themselves do understand clearly what the corporate wants most and what the governance structure is suitable for the corporation. Corporate law should follow the corporation and its actors' requirements and most of the rules should be default ones and the corporate actors can opt-out some of the rules freely through the memorandum of association, in a sense, corporate law can even be looked as one standard contracts articles by which to lessen the transaction costs, but the least mandatory rules are necessary.These mandatory rules including the structural rules governing the allocation of decisionmaking power among various corporate organs and agents and the conditions for the exercise of decisionmaking power, the allocation of control over corporate organs and agents ; Fiduciary rules governing the duties of managers and controlling shareholders and protection rules which is requisite to safeguard the least fairness and justice in the corporate field.However, there need to distinguish between closely held corporations and publicly held corporations , In the former.because of it nature of privancy and closely held,corporate law should allow actors to bargain in the conduct of corporation,most of the corporate rules should be enabling or suppletory, mandatory rules will exists at the leastest degree , only the fiduciary rules should be mandatory. While in publicly held corporations, in the presence of a conflict of interests and the defects in the proxy-voting process and the control over that process exercised by them,top managers should not have power to determine or materially vary the core fiduciary and structural rules.the core fiduciary and structural rules should be mandatory ones and the rules for protectoin for middle and small shareholders beingmandatory is also necessary.China's corporate rules reform should follow foregoing theoretic and renew the inherent freedom nature of corporate law.
Keywords/Search Tags:Corporation, Corporate Law, Self-governance of corporation, Rules of Corporate Law
PDF Full Text Request
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