Research On The Issues Related To The Dismissal Of The Board Of Directors

Regarding the legal relationship between managers and companies,there are three academic theories in domestic and foreign research: labor contract relationship theory,contractual relationship theory,and dual legal relationship theory,and these three theories are “three pillars”.According to different theories,scholars also make considerable differences in the legal basis and protection of rights when managers are dismissed.That is to say,because the manager has the commonality and particularity of the status and rights and obligations compared with the ordinary laborers.In reality,there are problems with the dismissal of the company law and the labor law because of the conflicts in the law applicable to the dismissal of laborers.That is,when the company dismisses the manager,there is a problem of cross-adjustment between the company law and the labor law in applying the relevant laws.As a senior manager of the company,the manager's terms of reference,in the name of the company or the board of directors to implement certain civil legal acts,is the act of enforcing the company.Moreover,the General Principles of Civil Law has the following provisions for the entrustment relationship,that is,if there is a case where the agent cancels the entrustment or the agent resigns,then the principal-agent relationship will be terminated.That is,the board of directors can cancel the entrusted relationship with the manager without dismissing the manager.The "Company Law" has relevant regulations for the dismissal of the board of directors,that is,the board of directors has the right to independently make decisions on the appointment or dismissal of the manager according to their own autonomy.This is the power given to the board of directors by China's "Company Law" and is also the embodiment of corporate autonomy in the modern corporate governance model.The "Company Law" has detailed provisions on the effectiveness of the resolutions of the shareholders' meeting and the board of directors.If the contents of the resolutions of the shareholders' meeting or the board of directors,the convening procedures of the meeting,and the voting methods of the meeting,there is no violation of China's corresponding mandatory laws and regulations or If the company itself legally enters into a self-governing constitution,the effect shall be valid and irrevocable.Judging from this law,it also shows that the board of directors has the right to dismiss the manager.Li Jianjun v.Shanghai Jiaxin Environmental Protection Technology Co.,Ltd.After the resolution of the second instance of the second instance,the Supreme Court stipulated the case as a guiding case.When the courts at different levels encountered similar cases,they generally implemented the spirit of Guiding Case 10.Use it directly.And in the general case of court trials,the courts are more supportive of the company's board of directors' business decisions,because the company knows more about the actual situation of its own company,and it also better protects the corporate autonomy of modern corporate governance structures.However,it is appropriate to apply the mechanical application of Article 22,and whether other laws can be applied.In special circumstances,when the board maliciously fabricates the relevant facts to dismiss the manager,should the court review the relevant facts?Article 22 of the "Company Law" of China stipulates in the opposite direction that there is no reason for the board of directors to dismiss the manager.And usually,the court will support the company without dismissing the manager.Due to the dual legal relationship of the manager,when the board of directors understands the employment,its legal relationship and relief issues become pure labor disputes,which should be regulated by labor law.China's "Labor Law","Labor Contract Law" and "Company Law" have been revised and supplemented many times.However,after the company dismissed the manager,the manager's remedies and contents and other specific issues have not been clearly defined.There is no unified view on the legal application of the manager after the manager is dismissed.There are also many kinds of doctrines for manager-related relief,and there are differences in compensation based on different doctrines.Influenced by various doctrines,there are also great differences in court decisions.Therefore,there are no disputes about the disputes and disputes caused by the dismissal of the manager.The detailed regulations on this issue have certain value.Therefore,this article discusses the issues related to the dismissal of the board of directors.It also discusses the problems and reliefs faced by the legislation and the judiciary,and conducts a detailed analysis.It summarizes the understandings and differences between domestic and foreign scholars on related issues,finds the key points and difficulties,and finally proposes corresponding countermeasures.At the end of the article,through the legislative proposals and judicial suggestions,the relevant issues of the dismissal manager of the board of directors were sorted out and supplemented again,which made the special subject of the dual nature of the manager in China better protect their own rights and interests.