Study On Distribution Of Resolution Power Between Corporate Organs

Corporate autonomy is the basic principle of company law.Under this principle,China's courts often avoid interfering corporate internal disputes,leading to the use of resolution by large shareholders and boards of directors to infringe on the interests of small shareholders.The theory research is unclear about corporate governance,ignoring the study of specific system,and the construction of the resolution system lacks the theoretical foundation.There is no definite idea about the distribution of the right of the company's resolution in legislation,which leads to contradiction between the legal provisions and lack of operability.The existing legislation and research have the tendency of shareholder supremacy,and give shareholders a broad but impossible resolution.To solve the above problems,we can start with the topic of the power of resolution.Company resolution,the first issue is the allocation of the power to resolution.The distribution of the right of resolution reflects the attribution of corporate control,and is an important issue of corporate governance.The distribution of resolution rights should not only embody the basic characteristics of the company system,but also follow the basic principles of corporate governance.Enumerating the right of shareholders ' meeting and the Board of Directors,provide shareholders 'meeting and the board of directors with clear guidance.Clarifying the boundaries of shareholders ' meeting and board of directors in forming corporate resolutions can rectify the tendency of shareholder supremacy.The first part introduces the importance of corporate resolutions and the assignment of rights in resolution.Company resolution within the company to constrain the company members,is the individual will of the member aggregates into the results of the company will.Company resolution outside the company is the embodiment of the will of the company,but also the basis of corporate behavior.Resolution allocation is the distribution of power between shareholders,board boards and corporate members.It is the core issue of corporate governance that reflects the ownership of the company.The second part introduces the principle and method of the distribution of the power of resolution.The resolution of authority should focus on solving the problems of corporate governance,and should follow the basic principles of corporate governance.First of all,to reduce the agency costs in the operation of the company,not only to prevent the board through resolution to infringe shareholder interests,but also to guard against the use of large shareholder resolution to infringe the interests of small shareholders.Second,focus on resolving the interests of members of the company,shareholders will have the right to determine the internal distribution of rights,the Board has no right to intervene.Finally,also pay attention to the difference between limited company and stock company limited.For the reality of human being and sealing,the shareholders of the limited company will give a broader resolution.The assignment of the resolution adopts a method of regulation autonomy and legislative coercion.Different types of corporate governance structure is not the same,different corporate governance mechanisms are not the same,should be allowed to the company through the regulations of the parties to choose.Most matters can be allocated by statute.The company's important matters are expressly stipulated by the company law,the regulations shall not conflict with this,so as to ensure that shareholders will be deprived of power.The third part points out the shareholder meeting resolution authority.Shareholders will have problems such as collective action,which can only retain the right of resolution on a few matters.The emergence of institutional investor movements in recent years has not cracked the problem of shareholder action.On the one hand,shareholders will be amended by retaining the company's bylaws,the company capital system changes,the company's overall change,director's appointment and dismissal right and directors ' remuneration decision to prevent the directors and executives from infringing on their own interests;On the other hand,shareholders will also have the right to decide on the distribution of interests among shareholders,which are embodied in the transfer of shareholder status,which is embodied in the stock company as theThe fourth part points out the resolution authority of the Board.The board represents all shareholders and exercises corporate power.The company Resolution requires the professional competence of directors.The Board decision is beneficial to prevent the large shareholder from infringing the minority shareholder's rights.Corporate governance needs to be a resolution of the board of Directors to pursue the company's best interests.Therefore,the Board of directors in the resolution of the right to allocate a central position,a matter of the board resolution is not subject to shareholders and external forces intervention.The fifth part explores the remedies of the resolution beyond authority.The resolution beyond authority is divided into three types:beyond the legal competence,beyond the statute rights and conflicting resolutions.In practice,the shareholders meeting,the board of Directors resolution conflict incidents,by the party beyond the resolution of the right to cause.To solve the problem of outside resolution,not only to judge the validity of the resolution of the outside rights,but also to judge the effect of the implementation of the resolution.The relevant judicial interpretations found that beyond the right of resolution belonged to the situation which had not formed an effective resolution.This approach is unfavorable to the settlement of disputes in practice.The resolution of the shareholders ' meeting and the Board of directors exceeding the company's stipulated competence shall be deemed invalid;For matters other than the company law and the regulations,the conflict resolution shall prevail on the resolution of the Board of Directors.The execution behavior of the resolution of the outside authority shall judge its validity according to the degree of trust of the relative person.