A Research On Legal Issues Of Resolutions In The Intermediate Zone Of Listed Companies

With the rapid development of economy and the maturity of China's capital market,the governance structure of listed companies is also making progress.Corporate organs are the basis for the existence and development of listed companies.Without corporate organs,companies cannot exist and develop.The general meeting of shareholders,the board of directors and the board of supervisors are the main corporate organs of listed companies.Some scholars believe that the sum of laws formed by the distribution and exercise of power among corporate organs constitutes the corporate governance structure.The traditional view of continental legal system,the relationship between the general meeting of shareholders and the board of directors is appointed "relationship",this point of view to understand the corporate governance structure is not clear,lead to "company law" in regulation functions and powers of the shareholders' general meeting for "determining the company s management policy and investment plan" at the same time,also provides the functions and powers of the board of directors for "the implementation of the shareholders'committee resolution" and "decided to the company's operating plans and investment programs",into power boundary is not clear,logical confusion.The introduction of the company law amendment and detailed rules in 2018 has made the contradiction between the separation of powers between the general meeting of shareholders and the board of directors more acute.This paper tries to prove the legal problems of the resolution issues in the middle zone of listed companies from various angles and directions,find out the causes of the legal problems,and set up corresponding solutions.This paper is mainly divided into four parts.The first part mainly narrates the problems existing in the resolutions of listed companies,and analyzes the problems existing in the legal system and the practical difficulties in the application of the law.The first section discusses the contradictions within the company law,between it and the company law amendment(2018),and other provisions.In the second section,the three aspects of agency cost,decision-making efficiency and responsibility mechanism stipulated by the law are inconsistent with the economy of the company's operating requirements,so it cannot play its legal role.Therefore,it is urgent to find out the reasons for unclear legislation and find solutions to deal with the current conflict situation.The second part is to find out the reasons for unclear division of authority between the general meeting of shareholders and the board of directors--there is a crossover area of power between the two,which makes it impossible to specify the matters to be decided by simple enumeration.This part mainly from the perspective of autonomy theory and legal interpretation of the listed company resolution of the existence of the middle zone between the theoretical basis and the basis for the demonstration of reality.First section from the perspective of the listed company the company autonomy resolutions in the middle of the general meeting of shareholders and the board decision rights dividing line between the cross area,through the analysis of autonomous theory,it is concluded that the listed company middle resolution matters belong to the category of company autonomy,within the scope of the law,shall be decided by the company free,not subject to any organization and individual intervention.Then,from the perspective of autonomy,the necessary rules of the distribution of functions and powers of the general meeting of shareholders and the board of directors are sorted out to lay a theoretical foundation for the following types of resolutions.The second section is based on the company law and other laws and regulations(mainly for the company law article 37 and 46)for the division of functions and powers to the board of shareholders of listed companies,from the reality on the basis of current legislation level argument logic is not clear,the boundary is unclear,the main reason is that the current legislation didn't see the general meeting of shareholders and the board of directors resolution power between the cross areas,thus result in legislation is difficult situation often occurs in practice.The third part classifies the resolution matters in the middle zone of listed companies,and analyzes the sample distribution of resolution rights of listed companies through the typical resolution matters in the middle zone of listed companies--share repurchase.Through the distribution of resolution rights under different financial resources of share repurchase,the author demonstrates the benefits of different power distribution,and thus demonstrates that the resolution matters in the middle zone of listed companies should be authorized by the company's articles of association or the general meeting of shareholders for autonomy,so as to cope with different market conditions.The fourth part is the construction of the resolution mechanism for the legal issues of the resolution issues in the intermediate zone of listed companies.By analyzing the resolution issues of listed companies and taking the issue of share repurchase as a sample,this paper demonstrates the existence of the intermediate zone in the resolution issues of listed companies and divides the decision-making rights of listed companies.The author through a lot of paper into a word namely suggest modifications on the functions of a general meeting of shareholders and the board of directors in the company law,through the way of "negative list" list,and the functions and powers of the board of directors to the shareholders meeting,and set up "in this law do not make resolutions in listed company,the resolution by the company's articles of association or the shareholders' committee resolution power distribution".The resolution matters existing in the middle zone of listed companies will be transferred to the company's autonomy to give full play to the company's autonomy.After the corresponding revision of the company law,corresponding guiding norms should be set to refine the law and give full play to its legal role.And supporting the corresponding information disclosure,competition and supervision mechanism to better solve the listed companies in the middle of the resolution of the legal issues.The fifth part is the summary of the article,is a brief summary of the first four parts of the article,and puts forward the author's suggestion to amend the "company law" related articles of the proposal,is the author's call for good wishes.