On The Legally Biding System Of The Corporate Managers

In the classical enterprise, business owner is not only the owner of the enterprise but also the manager, so the same person at the same time has the ownership and management. The business owners relying on their own enthusiasm of invested capital and their own management experience to make sure the enterprise have normal operation. At that time, this model suited to the classical size of the business, the investors as the owner of the invested capital are most concerned the use of capital. The fact that the size of the firm is not large, the management is not complicated make business owners have able to participate in enterprise management, this is in line with the basic principles of their own behavior responsible for their own.In modern times, the modern corporate system is gradually formed and developed rapidly. The company has changed the traditional business model of "family workshops" or "factory" and improved the scale and degree of specialization. At the same time, investors are most concerned that if invested capital will eventually bring the biggest profits. Because the investors have no desire or ability to participate in corporate governance; many managers use the professional management skills and extensive management experience to manage the company. Professional managers improve the efficiency of the company greatly and promote the development of the company quickly. Economists called this phenomenon ’the separation of capital ownership and management’; this makes the different interest groups in the company to play their respective roles. This also brought the agency cost problem, Due to asymmetric information, managers use information resources to defraud investors and abuse of power for their own interests, which led the company and its owners to suffer huge losses. Therefore, we must establish and improve a scientific and perfect manager restraint system.The text of this paper is divided into four parts. The first part focuses on the basic theory of the manager of the company and stressed the necessity of the constraint manager. The concept of manager expressed in a different legislative system, reflecting the differences of the countries to know the manager. In many related theories, only the theory of owners’ agent truly reflects the relationship between the manager and the company, also in line with the original intention of the legislation to limit the manager of power. In order to prevent managers from abusing the powers, many countries have the right to exercise and limit the manager a strict regulation, at the same time, In order to research company manager restriction system better; we must find out the reasons.The second part focuses on the theoretical study and practical experience of the foreign manager of the constraint system. Civil law countries, directly through the formulation of regulations, contract and the company’s internal authority to realize the control of the manager. Common law countries, unlike Japan and Germany, through the mature market, the perfect media supervision and the rich legal case practice to influence on the managers. For the needs of practice, the two legal systems began to absorb the advantages of each other restraint system, the constraint system to show a trend of gradual integration.The third part focuses on our legislative status and outstanding issues of concern of managers’ constraints system."New Company Law" modified the settings of our managers, the exercise of the powers and made a lot of progress, but the problem is still serious. For the internal constraints, the performance of the manager permission is too large; for the external constraints, China has not yet formed a perfect market restraint mechanism and media monitoring of the environment, legal restrictions on the manager just stay in the set of obligations, have no supporting the regime of responsibility.The last part proposes specific solutions. To improve their internal constraints, improving the supervision of the Board of Supervisors is the most reasonable choice, which is the duty of their own. Though giving supervisors power and financial guarantee, establishing supervisors’ qualifications system, strengthening the incentive four aspects of the board of supervisors, the board of supervisors should play a role of supervision. To improve the external constraints, the key is aggravating manager legal obligations and perfecting civil liability system. Only in this way, can play the role of manager constraints.