Study On The Legal Effect Of The Company's Legal Representative's Over-authority Guarantee

In modern companies,responsibilities and interests according to the law and regulations,and check and balance each other.2005 "company law" article 16 clearly stipulated the company guaranty resolution authority and resolution procedures,resolution will be assigned to the articles of association for determining the shareholders' committee or the board of directors,so,the guaranty contract signed in the name of the company's foreign,what exactly was the force of law ?Both academic circles and the judicial practice,controversial,investigate its reason,mainly because of "the general civil law" the sixty-first,"contract law" article 50 and confirmed the representation by the legal representative is generally not restricted,the principle of the above reasons,the scholars and judicial decisions in the company's legal representative's excessive the cognizance of the legal effect of external guarantees,ambiguity,difficulties arise.Through searching on the Internet of Chinese judicial documents,the author finds that different courts have their own perspectives,logic,analytical approaches and value orientation in handling such cases.The final result is that similar cases have completely different judgment results,and in the context of the publication of judgment documents,this damages the judicial credibility of the people's court and weakens the education guidance function of the law significantly.In view of this,the author believes that,based on the analysis of the basic concept and the specific case,it is of great significance to study the judgment thinking and path of the courts all over the country for this kind of disputes,analyze the advantages and disadvantages,and seek an optimal and operable path for the unification of the judgment scale.A case of the author in the introduction to the Supreme Court,which leads to the common focus of dispute in theory and practice,put forward the research significance and methods,and point of view to discuss such problem and relevant literature is summarized,and then adopt empirical research method in the first chapter,involving unauthorized guaranty law and company's legal representative concept specification analysis and mechanism analysis;In the second chapter,the legislation and research theory of this issue in China before the introduction of the company law in 2005 were reviewed,so as to analyze the normative nature and specific connotation of article 16 of the company law,as well as the legislation and theory of countries outside the region.The third chapter through to the national within the scope of the paper summarizes the related can both transaction security,protect the legitimate rights and interests of hypothec person;The author thinks that the most direct way to enhance the judicial credibility and realize the simultaneous judgment of cases is to add legislation to this issue.Therefore,in chapter 4,the author puts forward legislative Suggestions for theoretical disputes.The fifth chapter puts forward Suggestions to improve the corporate governance structure to ensure legal representatives exercise their functions and powers and reduce the occurrence of such cases.