On The Protection Of The Interests Of Creditors In The Company Donated

Since the wenchuan earthquake, the company donated get rapid development in ourcountry, the company donated social influence is also growing.Behind donated also causedsome people’s thinking,as whether companies donations constitute ultra vires?What is thelegitimacy basis of company donated? What is obligation for donation of director or seniormanager and other managers in the company?Company donations started late in our country,and development is not mature. Lacking of modern company donated ideas and related rulescompany donated lead to donate all kinds of interests conflict in practice.Improper companydonation seriously affected the realization of the interests of the creditors of thecompany.How to coordinate the company, directors and other managers and protect theinterests of creditors are the focus of this article to discuss.From the creditor benefitprotection perspective, this paper describes and analyzes the problems existing in the donation,reasons and measures to protect creditors.In this paper, besides introduction and conclusion, is divided into three parts, the maincontents are as follows:The first part mainly discusses the implication and the legitimacy of the company’sdonation. First of all, using the transverse comparison method to define the concept ofcorporate giving, introduces the characteristics and types of corporate giving. In thecompany’s voluntary donations highlighted the characteristics of the company, whether thecompany donor or not belongs to the category of company autonomy.In the classificationproposed company donated for public welfare as the standard, can be divided into the publicwelfare donations and corporate strategic contributions. Second, by historical analysisexpounds the company donated legitimacy and proposes own view. Mainly introduces thehistory of American and British company donation process, the company donated roughlyafter is strictly prohibited to gradually relax restrictions to encourage to have a process. Onthis basis, I think, the company donated justification is that can realize the long-term interestsof the company, in addition, the company donated legitimacy is a social, like other naturalperson, company, inevitably, has a direct or indirect contact with the people around you, thecompany donated to form a good social relations, provide good environment for the development of the company.The second part mainly elaborates on the influence of the company’s donation to theobligee’s interests. First of all, the paper analyzes the company in all kinds of main conflictsof interest, including company with creditors, controlling shareholders and creditors, directorsand other conflicts of interest between managers and creditors, showing the necessity ofprotecting the interests of creditors. Second, violate the interests of creditors are listedcompany donation behavior and performance, mainly have blind company donations, affectedby external donations, seek personal gain for the company and false company donation.Finally, this paper analyses the causes of the anomie of donations to the company. Based onforeign experience and domestic practice, Laking of company donated idea, the companydonated the lack of relevant legal norms and incomplete creditor benefit protection system arethe main reasons.The third part mainly discusses the maintenance of the company in the interests of thecreditors protection and puts forward relevant suggestions in order to make up for theinadequacy of the current relevant laws and regulations. First, consummates the companydonated the relevant legal norms, the regulation of the company in advance through donationbehavior, avoiding the improper donations.Main content is to clarify the meaning of corporatesocial responsibility.Corporate giving is right rather than the responsibility of thecompany.Others may illegally interfere; As a guide and regulate the behavior of corporategiving to arbitrary rules company donation of decision-making for the board of directors,donations could refer to the "reasonable standard" in the United States, giving object,according to the company donated varies from one type of public welfare donation objectsshall be limited to public welfare organization or need help, poor people, there is no limit tothe strategic giving;Establish company donation information disclosure system, in order tostrengthen the supervision of donations to the company. Public welfare donation to theprinciple of mandatory strategic donated to the principle of voluntary disclosures havedonated part of the decision-making, decision-making procedure, the amount of donations,donations of object, the effect of donations, donations, the main body of informationdisclosure, the time of disclosure, and the responsibility of information disclosure subject. Thesecond is the director, senior management personnel and other managers to creditors faithobligations, so as to restrain managers donation behavior. When the directors and othermanagers breach of faith obligation to creditors, creditors can directly asked the director personally liable. Of course, to protect the legitimate rights and interests of directors and othermanagers, arousing the enthusiasm of their work, we shall stipulate general ground fault orbusiness judgment rule as a relief; Three,establish a system for creditors to participate incorporate governance,making company donation behavior of rules and regulations tosafeguard the legitimate interests of the creditors. Stakeholder theory and the theory of socialresponsibility are important theoretical basis for the creditors to participate in corporategovernance, we should draw lessons from foreign advanced experience and combine with thereality of our country, introducing the bank creditors in corporate governance to play a role incorporate governance. Fourth, establish a creditors derived lawsuit system, forming on thebasis of the company’s interests as the center, the parties, judicial litigation structureappropriate intervention. After engaged in corporate donation behavior, relief the rights ofcreditors.