The Boundary Of Authority Is Given To The Board Of Shareholder By The Board Of The Darector

Corporate governance is a trending topic revealed itself with the development of corporate system.Under the circumstance of booming globalization of economy,corporate governance is of more valuable worldwide.As two main organs in a corporate,the shareholders meeting and the board of directors are playing a critical role in corporate governance.To clarify the limits on the authorization that the shareholders meeting empowers the board of directors is meaningful to provide theoretical guidance to legislation,improve the pertinence and operability to the legislation on corporate governance,offer value reference to judicature,thereby promote the resolution of complicated cases.Chapter 1 is the introduction chapter which comes straight to the point,while introduces the research question to this thesis.Article 46 of the current PRC Company Law(hereinafter “the Company Law”)offers a general provision stating that other powers could be held by the board of directors prescribed the articles of association of a corporation,i.e.empowered by the shareholders meeting to the board of directors.This provision originally aims to emphasize on party autonomy of a corporation and decision efficiency improvement,nevertheless an irrational situation has come up,which is indefinite authorization from the shareholders meeting to the board of directors.From a perspective of minority shareholders protection,the limits should be established on the shareholders meeting empowering the board of directors.Chapter 2 mainly discusses about the theoretical basis of “shareholders meeting empowering board of directors”,including the legislation history and jurisprudence inside this topic,then push the research to the analysis on the content and purpose of the said topic.Chapter 3 talks about the operation of “shareholders meeting empowering board of directors” in the Company Law,identifying the salient problems in legislation and judicial practice,rethinking the mode of shareholders meeting authorization from the angle of “minority shareholders protection”.Chapter 4 will conduct comparative legal research to horizontally compare the origin,types and application in judicial practice of check and balance between shareholders meeting and board of directors within foreign jurisdictions,in the expectation of seeking a theoretical and practical reference to the limits of authorization by shareholders meeting.Referring to the power distributive method from the foreign jurisdictions,the typological research in China can be boosted;to see the precedents of foreign courts concerning check and balance in corporations to analyze the practical basis behind,which could give Chinese courts guidance on both experience and systematic introduction.Chapter 5 will research and offer a concrete proposal on the limits of “shareholders meeting empowering board of directors”,dividing the exclusive power of shareholders meeting and board of directors,concluding from four different aspects on shareholders meeting authorization application respectively.At the same time,constructing a legislation of “clear fiduciary duties of controlling shareholders” to protect the weak in corporations,adequately making use of monitoring system as well as check and balance on both interior and exterior of corporations.The last Chapter will be a Conclusion of this thesis with a brief summary of “shareholders meeting empowering board of directors” from the angle of minority shareholders protection.To be more precise,it sums how the shareholders meeting authorization could be regulated while guaranteeing the efficiency of board of directors,thereupon realizing the philosophy that board of directors is set up for shareholders as a whole.