The Research On The Ultra Vires Act Of Manager

The corporate operation relies more and more on manager's management specialty. Accordingly, managers play an increasing importance role in the company's development. In the fiercely competitive market activity, the for-profit company objectively calls for the extension and the security of managers'authority to increase efficiency. However, there is a proved-by-practice theorem that is power tends to expand and corrupt. With the desire to satisfy their personal interests'growing, managers create a series of scandals by abusing power. Managers'ultra vires acts bring enormous loss to the company and the third party in the transaction. Managers are in several statuses in company, such as agent, company authorities and employee. They has the management power which given by the law and the company. For lacking of the systematic research on ultra vires acts in China, defects do exist in the present legal system of corporate manager. The management power has not been well regulated in our present system. The legal effect caused by ultra vires acts need to be formulated clearly. The manager's civil liabilities need to be perfected also. In the meantime, China's company growth has its own special background and situation. The modern enterprise system has not yet been established. The company's interior restraint mechanisms have some shortcoming, for example, the company should lay more importance on the corporate regulation. Those institutional defects should be taken as the direct cause of the mass ultra vires acts. Consequently, how to restrain managers'power appropriately and how to restrict managers'ultra vires acts become the subjects , which are very significant in perfecting the Company Law and innovating of the company's governance pattern. Based on the practice of our country, we should take two leading measures to control managers'acts. The two measures are improving the law system and bringing self-controlling into full play. Then the article represents some countermeasures or remedies for China's further improvement of the corporate manager's legal system as well as the power control mechanism of corporate manager. The law regulation of the managers'acts should give consideration to safety and efficiency both. The missions of law are to define the managers'power, perfect the regulation of manager obligations, reinforce the manager's civil liabilities of the managers to the company and the third party and its appeal ability, and so on. The company should effectively restrain the behaviors of corporate manager by the way of regulation and contract, control and balance of organizations and so on. While after managers'ultra vires acts happens, remedies as lawsuit and the negotiation in the internal are both good choice to make up its loss. All in all, a system which can satisfy the needs of management and administration of the company can prevent various kinds of ultra vires acts at the same time should be established. It has radical value of proper constitution and effective operation of managers'regulations.