Company Donation System Research From The View Of "Similar Donation" Behavior

Company is an important part of social and economic life and company donation is animportant manifestation of social responsibility. Company donation reached an unprecedentedheight in the wenchuan earthquake in2008, also exposed some of companies in the process ofdonation is out of specification. Although there are provisions in the Public Welfare DonationsLaw, but the provisions of the Company law is almost in blank, how the Company Law tofurther regulate the growing company donation behavior has become an important topic.The research about the company donation from the point of company reinvestment,guarantee, lending practices, analyzed on company donation and the nature of the above three,pointed out that the company donation and the company reinvestment and guarantee, lendingpractices are company assets punishment. Points out the company donation shall comply withthe company’s articles of association autonomy priority, add Company Law as acomplementary principle. In the donation of the company the board of directors of thecompany shall give donation decision-making power, shareholders shall have the right tosupervise the company donation. Through the business judgment rule to determine whethercompany donation is reasonable. The text is divided into five parts.The first part mainly discusses the basic problems of the company donation. Throughdefining the concept of company donation, it gives the concept of company donation andpoints out the company donation is the important means of marketing that can bring benefitfor company.The second part expanded the analysis of the "similar donation" behavior in the field ofthe integrity of the corporate property. It points out that the essential of company donation isthe company assets disposition, put the company reinvestment and guarantee, lendingpractices together, on the basis of an analysis of the impact on the company, the companydonation that obtained in essence is consistent with the above three. Therefore thereinvestment of the company, guarantees, lending practice collectively referred to as the"similar donation" behavior. Through the analysis of the "donation" code of conduct, came tothe conclusion that Company Law in the absence of company donation.The third part mainly discusses the conflicts caused by the donation of the company,which includes the government and the company’s game in tax benefit on discount. It alsoinvolves the company donation which may be damage to the interests of creditors. It also relates to the conflict between the decrease in short-term profits and the long-term interests tothe shareholders for donation. The three major conflicts is the most serious conflicts incompany donation.The fourth part discusses how to regulate the company donation. Company donation isan independent behavior to the enterprise, should be in accordance with the concept ofautonomy of private law autonomy by the company, prescribed by the articles of association.When there are no relevant provisions in the articles of association, Company Law timelymake supplementary provisions.The fifth part mainly discusses the suggestions to improve the system of companydonation. The company donation amount shall be prescribed by the articles of association ofthe company autonomy. Question the idea that through the maximum proportion of theCompany Law to limit the donation. The author analyses the related theories about donationdecision-making power，proposed company donation decision-making should be shared bythe company’s board of directors and the managers of the company. Whether the donation ofthe company is reasonable is the director’s business judgment. Introduce the businessjudgment rule implementation to protect the autonomy in operation of the directors. Tounreasonable company donation, put forward necessary remedy measures, put forward reliefmeasures for improper company donation from the point of protect the interests of creditorsand the interests of the company.