Research On Company Contract Theory

The contractual theory of the corporation originated from the research of economic enterprise theory which was initiated by the neoclassic economic theory.However,with this theoretical model,the economic enterprise theory is just a "black box".Ronald Coase proposed the transaction cost theory which provides significant explanations for the generation of enterprises and liberates the economic enterprise theory from the "black box".Based on the theory of Coase,a further study on the transaction cost theory is made from the perspective of the relationships between enterprises and the market.Besides,the team production theory demonstrates the reason why enterprises generate from the view of the internal motivation and the property special-purpose innate disposition theory refines the concept of transaction cost and proposed factors that have effects on the transaction cost.Differing from the transaction cost theory,the proxy theory discusses the proxy issues within enterprises from the view of the internal structures and proposes that the key issue of enterprises is how to manage the best contract arrangement to reduce the proxy cost to the lowest level,which offers an explanation for the meaning of corporate governance mechanism.The contractual coupling theory proposes that the nature of enterprises is the coupling of explicit contracts and implicit contracts.Since corporations are the main types of enterprises,they have contractual property,which gives a vital explanation for the property of corporations,the top issue of the contractual theory of corporation.Influenced by these theories,the corporation law scholars bring the contractual theory of corporation in the study of company law,initiating a contractual view to study corporation law.The contractual theory of the corporation believes that the property of corporations is the coupling of explicit contracts and implicit contracts and a corporation is neither an entity nor created by law.Prior to this,many theories about the property of corporations existed in the law circle,including the concession theory,the aggregate theory,the natural entity theory.The argument between these theories and the contractual theory of the corporation mainly focuses on whether a corporation is an entity and whether it is created by the law.The contractual theory of the corporation believes that the corporation contract includes explicit contracts and implicit contracts.The perfect market assumption can demonstrate that both the two kinds of contracts have contractual property.To explain the contractual property of the corporation,Macneil proposes the relational contract theory to demonstrate the differences between the corporation contract and the traditional legal contract.The contractual theory of the corporation attaches importance to the corporate governance and the proxy theory offers a vital explanation for the corporate governance mechanism which consists of the external monitoring mechanism and the internal control and governance mechanism and the former is more effective than the latter.For the corporation law,the contractual theory of the corporation believes that it should give priority to arbitrary norms and the value of the corporation law should be consistent with the corporation.In addition,to secure the autonomy of the corporation,the law should possess the value of the contract template and implementing the contract breach.The contractual theory of the corporation arouses our reflection on the basic issues of traditional corporation law study and it serves the improvement of the corporation law.From the amending history of the corporation law in our country,the general idea of it is to loosen the grip and strengthen the autonomy of corporations,which is related with the need of promoting market economy and the influence of the contractual theory of the corporation.However,there are many norms that should not be mandatory in our corporation law at present.Due to the imperfect market mechanism,we should uphold and deepen the concept of corporation autonomy,expand the scope of arbitrary norms and improve the construction of the market mechanism.