Charter Of Autonomy And Protection Of The Rights Of Shareholders Value Conflicts

Meaning autonomy and Right guarantee are the most important idea in the modern corporation legislation.Respecting the corporation automomy and protecting the corporation and shareholders' legitimate right are not only to adapt to market economy's development in our country and work efficiency's improvement of the corporation,but also a objective demand of promoting legislation and keeping justice and equity.This thesis focuses on the core dispute——"whether the stock right can be forced to transfer according to the articles of corporation"——according as the classic cases,and will dicuss"the value conflict between the articles of corporation autonomy and protecting the right of shareholder".On analysis method,the author insists that unity of the opposite and unitive view of materialistic dialectic in judicial practice,and makes every efforts to grasp its natrue passing the presentation of law by analysing large numbers of data which are accurate;On writing,the thesis's logic stmctme will go deep into developmeg layer upon layer as follows:suggesting a problem——analysing the problem——solving the problem,and finally reaches the conclusion being needed.Accodingly,the structrue of this thesis may be three major parts.PartⅠ,By the multianalysis adjudging process about the cases,this thesis will explain dispute reason and background,and will epurate the focal point of dispute,consequently revealing the centre and subject which will be proved in this thesis.The partⅡwill carry out legal analysis one by one about the above-mentioned dispute,aiming at providing th etheoretical analysis implements for the partⅢ.The author thinks that producing the upper puzzle of judiciary mainly owe to the insufficient theoretical cognition and shortcoming of the legal system.Firstly,this part proved that the articles of corporation is a law documennt that has characters of autonomous rule.Whether theory of contract or theory of autonomous law embodies the autonomous character of the articles of corporation,so the essential conflict between them do not exit.Secondly, detailingly proved that the stock right has very strong exclusivity like ownership as the share is shareholders' legal private property,and the right of disposing it exclusively belonges to shareholders.Besides,this thesis furthermore analyses concrete content and respective characters of stock right.Finally,this thesis will discuss the impact of articles of corporation on shareholders' right.The author pointes out,constituting or revising articles of corporation will embody autonomous right of corporation,but corporation autonomy can not break the rational limit to impinge some lawful rights exclusively belonging to a shareholder.The partⅢis an logical conclusion of above-mentioned theoretical analysis,and aims at providing a clear basis for the court decision in judiciary process.Under the situation that the law is no explicit stipulation or stipulates indeterminacy,the court should make decision by the following regulation:Judge makes a general estimation first according to the maximal legislation idea that is efficiency and impartial;And then,a court decision is made according to concrete law principle embodied by above-mentioned legislation idea,as the principle of stock right equality,the principle of honest and credit and principle of forbidding right to be abused and so on.Owing to this,the author reached conclusion:in principle,a corporation can not to restricts or deprives legal inherent rights of sharehoders by the resolution of the shareholder meeting or the articles of corporation.Finally,the author try to propose suggestion on legislation from perfecting legislative system,presuming upon being beneficial to perfect our system of law.