Analysis Of The Dalian Zhenbang Fluorocarbon Paint Stock Co., Ltd.Security Case

In recent years, the effectiveness of the legal representative of the company in violation of the provisions of the Companies Law sixteenth signed contract of guarantee external dispute intensified, the reason is that only the behavior without punishment consequences of law set up give people unlimited reverie.2014 Supreme People's court made a final decision by the "Dalian Zhenbang flurorocarbon paint Limited by Share Ltd guarantees disputes, ended a rampant company guarantee the validity of the contract dispute, but also pointed out the direction of the referee for later processing of similar cases. The Supreme People's court at the beginning of the decision, first discusses the nature of" Company Law sixteenth, in be identified based on the management of mandatory provisions the key to solve the problem, put in "the contract law fiftieth of the representative on the identification, while the apparent core elements is established on behalf of trading relatively good existence. The highest As the people's court in the case of Donggang Branch of China Merchants Bank has done to bona fide business transactions of the attention obligation, so the bona fide holders positive attitude, decision table to see the establishment of representative, therefore, is represented people Zhenbang shares of the company shall bear the table represents the guarantee liability.The author thinks that the basic idea of the referee on the case of the Supreme People's court is correct, but there is also logic omission. First, the Supreme People's court finds that although the company law sixteenth is the management of mandatory provisions, but to determine the reason given is too simple. It is difficult to convince people; in this regard, this paper will summarize judge the scholars, with five standard discriminant analysis method as a guide, determine and provide rigorous methodological guidance for the nature of Company Law sixteenth. Secondly, the Supreme People's court will see the table on behalf of the system as the logical starting point of the referee is desirable, but ignored the existence of ultra vires of the legal representative of the argument; in this regard, the by introducing the resolution of the shareholders' meeting system does not exist, that will be the case of invalid guarantee decision confirmation of shareholders, the legal representative of the ultra vires act. Once again, the author thinks that the Supreme People's Court on hand Easy relatively good judgment is improper; according to the German law on objectivism, goodwill is the standard transaction relative person to perform a statutory obligation or commitment, and Company Law sixteenth is the relative transaction source of statutory duty of care, only the obligation to review the form of the standard transaction the relative personnel can be identified as bona fide transactions, and the author summarized by reviewing the oversight of Donggang branch of China Merchants Bank, that it did not reach the formal examination standard, the transaction is not in good faith. Finally, the author will through the analogy of unauthorized agency rules applicable, determine the CMB Donggang Branch and Bryan joint-stock company, the legal representative of the loss of interest on Zhenbang Corporation assume joint responsibility for compensation.