Research On The Conflict And Coordination Between Autonomy Of Articles Of Association And Company Law

The company is a major component of the market in modern society and the main driving force for economic development.The company's articles of association are the independent arrangements of the shareholders for the internal governance and external business activities of the company;the company law is the legal document that regulates the organization and operation of the company;the two cooperate and conflict.This paper starts with the company's articles of association,expounds the connotation of the company's charter autonomy concept and the academic division of the company law's character and its norms,sums up the general relationship between the company's charter autonomy and company law,and provides a theoretical basis for conflict resolution.Through case studies,it is found that the conflicts between the company's charter autonomy and company law in practice come down to three forms:the conflict between the company's charter autonomy and mandatory norms and arbitrary norms,and the validity of the innovative governance structure design clause.There are many reasons for the conflict.Corporate liberalism and corporate law interventionism are the root causes of conflicts.The defects of corporate law itself are the main cause of conflicts.The academic circles have no obstacles to the coordination of conflicts.Conflict has had a bad influence on market efficiency and judicial unification.On how to seek the legal basis for resolving conflicts,this paper draws on the perspective of rights conflict theory,and incorporates the conflicts between the company's articles of association and company law into the framework of rights conflicts,and concludes that legislation and justice are the solutions to conflicts.At the same time,according to the interest measurement and value judgment in conflict,the three principles of conflict coordination are summarized:respecting the principle of shareholder autonomy,realizing the principle of efficiency,and protecting the interests of small and medium shareholders.The coordination of conflicts is divided into two levels.At the legislative level,the nature of the company's articles of association is first identified and the dual system of constitutions is selected.Secondly,the attribute classification of the company law is defined,the compulsory norms are defined by the priority of national interests and social interests,and the arbitrary rules of"internal terms"are selected by using the hypothetical trading theory.Finally,different company types should adopt different standards and legislation should adopt“one-way default design”.At the judicial level,the judiciary must exercise restraint,respect business judgment when making judgments,and pay attention to efficiency;for the“overstep clause",the principle of relative invalidity should be adopted."Purpose standards"and"fairness criteria"are adopted for situations where the effectiveness of the charter is difficult to determine.At the same time,China's case guidance system can provide authoritative solutions for conflict coordination and maintain judicial unity,but at the same time should give judges discretion.