On The Autonomy Of Private Law In The Corporate Legal System

The most breakthrough of the new China's corporation law is "relaxing controland strengthening autonomy " .This provokes profound thought for corporationlegislation, then how does the corporation law realize to guarantee autonomy and limitautonomy ?how should government regulation be oriented, what relationship betweengovernment regulation and corporation legislation? This dissertation adopts thefollowing researching methods to analyze these problems: comparative researchingmethod, historical researching method, positive researching method.This dissertation consists of 5 parts, besides preamble and conclusion, asfollows:Part one : Introduction to the private autonomy. The private autonomy is a specialtheory in the private law ,it is simple saying that it is believed that the idea of businessman is the law that regulate the business man. Along with the market economicperfecting step by step, the theory on private autonomy is also has a lot of changes. Theprivate autonomy in modern times is the one in law.Part two : Discussion on the private autonomy in the corporation system field.First, establishment of the private autonomy in the corporation system is based on thebasic idea: it is not only what is requested by the existence of corporation essentially,but also is the practical source of corporation system. However, it is guaranteed andrealized by the ways of autonomy of shareholder and autonomy of corporation . it isanalyzed that realizing guarantee of private autonomy in the corporation system isdivided into internal and external guarantees ,of external guarantees do containguarantee of law and guarantee of constitution .Part three : Limitation on the corporation's autonomy .there is the failure ofprivate autonomy in corporation system, at this time ,we need the intervention of thenational power .The national coerce on the corporation is realized by the governmentregulation and the coercive provisions, both of which set foot in the different fields. Thecorporation law is the private law, the law of the autonomy , which shall not be the mainposition that is regulated by the government. The corporation law is the law that makesclear corporation's structure and regulates relationships among shareholders andrelationships between shareholder and operator, of which the coercive provisionsmainly regulate the unbalance of corporation' internal affairs, of course, the corporationlaw also provides the proper protection of the parts of concerning interests.Part four : Research on the concrete embodiment of the corporation's autonomy atthe aspects of rules. The function of the corporation law is not only protecting theautonomy but also restricting the autonomy, its values are harmonies among freedom,efficiency, fair and safety. These are represented by material rules, however, the law ofautonomy is not discretionary law , it is necessary to qualify the structure of rules in thecorporation law. it is determined by whether the corporation's conduct affects otherswhen the exterior character of the nature of rules in the corporation law is not evident.Part five : Positive research of the idea of private autonomy in the corporation lawcombining with the China's corporation law. Based on classifying the rules of thecorporation law, the author analyzes the structure of the rules of new corporation law.In conclusion , China's new corporation law is the market oriented law that encouragescorporation autonomy ,many rules in new China's corporation law are sum-up of theexperiences gotten by implementation of corporation law, but also the new choice ofcorporation system.Conclusion. It is concluded that the more profound significance lies in developingthe corporation's system...