Research On The Legal System Of Corporate Managers

As the manager gradually grasps the corporate’s business execution power and daily business decision-making power,the focus of the manager’s legal status has shifted from the corporate’s agent to the corporate’s business execution authority.The terms of reference of the Corporate Law do not guarantee the free distribution of the power of the operator within the corporate.At the same time,the basic connotation of the duty of loyalty and diligence is not clear,it is difficult to effectively restrain the manager to perform his duties prudently,and the lack of provisions on the reduction of manager’s responsibility will make the manager slack.Therefore,this paper mainly starts from the status of the executive organ of the manager’s business,analyzes and studies the arbitrariness of the manager’s authority,the difference between the obligations of the manager and the obligations of the directors,and the strengthening and reduction of the manager’s responsibility,and provides opinions for the improvement of the legal system for corporate managers in China and the new round of revision of the Corporate Law.The first chapter is the status quo and system of corporate managers.The first is to understand from practice that the managers of Chinese companies usually have the right to execute the business,have a high degree of general authorization in closed companies,and have the right to make daily business decisions in listed companies.However,as a business execution agency,the manager has the problem of alienation of status,in the manager-level centrism,the risk of manager abuse of power increases,in the controlling shareholder centrism,the manager becomes the agent of the controlling shareholder,losing independence.Secondly,there are deficiencies in the legal system of corporate managers in China,and in terms of managers’ powers,due to the serious problems of statutory powers,the autonomy of the corporate’s internal rights to operators is restricted.In terms of manager obligations,the basic content of the duty of loyalty and the duty of diligence is vague,there is a difference between the duty of diligence between directors and senior executives,and judicial adjudication should note that directors concurrently assume stricter obligations as managers.In terms of manager responsibility,whether the responsibility of the manager for breach of the duty of diligence is general negligence or gross negligence is controversial,and the lack of the manager’s responsibility to the third party,while the legislation ignores the need for manager liability relief.The second chapter is to establish the status of the corporate’s manager’s business executive body and strengthen the autonomy of the manager’s authority.There is no substantive conflict between the agency statement and the agency statement,but the independent business execution agency is the most important position of the manager within the corporate.In order to strengthen the arbitrariness of the distribution of power by business operators,when the Corporate Law is revised,the corresponding terms of reference should be greatly deleted,and on the basis of the owner’s power of the fixed shareholders’ meeting,only the general authority stipulating that the board of directors is responsible for business decision-making and mastering the remaining powers,and the manager is responsible for business execution,etc.should be retained.As the executive body,the manager controls the corporate’s business execution power,but the manager’s personnel appointment is still subject to the board of directors,and its execution of major affairs stems from the resolutions of the board of directors.The third chapter is an explanation of the particularity of the obligations of corporate managers.First of all,the basic content of the duty of loyalty and the duty of diligence should be clarified,and the duty of loyalty requires that conflicts of interest and not seek private interests be prohibited,and the duty of diligence should be mainly based on objective standards and supplemented by subjective standards.Second,the duty of diligence undertaken by the manager should be stricter than the duty of diligence of the directors.The duty of diligence of directors focuses on the making of major resolutions,including higher commercial judgments,the judiciary requires more prudent intervention,the duty of diligence of managers focuses on strict compliance with board resolutions to perform business,and the duty of diligence of managers is easier to identify and judge.At the same time,the phenomenon of directors concurrently serving as executives in China is very common,and in the case of the chairman concurrently serving as the general manager,the risk of abuse of power by the manager is the highest,so the requirements of the duty of diligence are also the strictest compared to other situations.The fourth chapter is the restructuring of the manager’s civil liability.In terms of the tort liability of directors and managers for harming the interests of the corporate,the principle of attribution of the breach of the duty of loyalty shall be intentional,and in the case of breach of the duty of diligence,combined with the duty of diligence of the manager being stricter than the duty of diligence of the director,the directors and managers shall be attributed to gross negligence and general negligence respectively.In order to increase the possibility of compensation for third parties and to promote managers to perform their duties cautiously,joint and several liability of managers to third parties should be increased.The strengthening of the manager’s responsibility is based on the fact that the manager holds the corporate’s business execution power,and the risk of the manager’s abuse of power is large,but in order to avoid the excessive cost of fiduciary obligations leading to the manager’s sluggish performance,it should be added similar to the shareholders’ meeting resolution to exempt the manager from liability or the articles of association of the corporate can reduce part of the responsibility,thereby reducing the general fault liability of the manager for good faith performance.