On The Autonomy And Regulation Of Chinese Corporate Capital Rules

China’s current corporate capital system is inherited from the legal capital rules of the civil law system.Although it has undergone several revisions,it still presents many deficiencies on the sides of value and legislative technical:the former includes the inappropriateness of regulatory strength and the lack of coordination of rules with same function in essence.The lack of coordination among them,the stance of value lags behind commercial practice,the out-of-order setting of rules and interests,etc.;the latter includes the lack of systematization of regulation,the undue emphasis on formal logic over the actual regulatory effect,and the backwardness of standard technology.The aforementioned problems are scattered in the stage of capital formation and capital maintenance,and the essence of the problem lies in that the mandatory and autonomous boundaries of the company’s capital system have not been properly delineated.In response to the global competition of corporate legal systems,China is about to carry out a new round of structural changes to corporate law.Based on the above,this article focuses on the core of the capital system and applies historical research methods,law and economic methods,comparative research methods,and system theory research.The thesis focuses on the issues of compulsory and autonomy in corporate capital regulation,advances the theoretical depth of research in this field,benefits corporate legislation and guide the practice of corporate law.The body of this article is divided into five chapters.The first chapter,"The Regulation Strength Change and Global Site of China’s Corporate Capital Rules," laid the logical starting point for this article.First of all,a systematic review of the changes in China’s corporate capital regulation:since the establishment of the Company Law in 1993,although the intensity of capital regulation has been continuously reduced,there are still many regulatory deficiencies in the two stages of corporate capital formation and capital maintenance;Secondly,from the perspective of comparative law,the coordinate of comparative law is delineated for the strength of China’s capital regulation.In addition to the overall high regulatory intensity,China’s corporate capital regulations also have systemic problems such as leniency,rigid rules.Therefore,the legislative value judgement should be properly adjusted on the basis of compulsory and autonomy in the capital system.Chapter Two,"The Legal Basis of Autonomy and Regulation of Corporate Capital Rules" is the core content of this article and constitutes the theoretical cornerstone of the article.This chapter analyzes the logical basis of the company’s capital autonomy and the reasons for the intervention with mandatory rules by systematically demonstrating the function of corporate capital regulation,the value conflict of capital regulation,and the cost-effectiveness of capital regulation.The basic premise,and the compulsory for company capital should have a valid reason.First,it analyzes the function presetting and regulatory choices of corporate capital.Because corporate capital has the dual functions of organizational law and contract law,the strength of corporate capital regulation means actually a choice between the aforementioned functions;second,the value conflicts and normative order involved in corporate regulation are measured,and efficiency and its basis are considered The self-governance standard should be in a fundamental position,and the intervention of safety value should be limited to its necessity.Third,the cost-benefit analysis was conducted through law and economic analysis.It is believed that only when the compulsory benefit exceeds the compulsory cost,the company’s capital coercive measures should be taken;Fourth,there are two substantive rules of autonomy and compulsory delimitation in corporate capital regulation,that is,the intervention of compulsory regulation needs to meet the following three situations to be reasonable:(1)When it involves social public interests,mandatory regulatory measures can be applied;(2)for the protection of private interests,when the efficiency of mandatory regulations exceeds the autonomous rules,mandatory regulations can also be applied.Chapter 3,"Autonomy and Coercion in the Capital Formation Rules" examines the various regulatory elements of the company’s capital inflow stage from the perspective of autonomy and coercion.First,capital formation is a legal organizational contract between shareholders and the company in terms of legal nature,and should be reformed on the basis of autonomy.Based on the contractual nature of the organizational law formed by the company’s capital contribution,the autonomy foundation of each contract element is affirmed,and the modest nature of regulation is maintained.Secondly,it analyzes the contractual elements in the capital formation and its current regulatory situation,and proposes that China’s capital formation system should gradually eliminate the mandatory elements and return to the autonomous mechanism.From the normative focus,it is necessary to shift from the investment property to the capital formation transaction process,and rebuild the modern capital formation system by strengthening the obligations and responsibilities under the corporate governance rules.Chapter 4 "Autonomy and Mandatory in the Capital Maintenance Rules"analyzes the various regulatory elements of the capital maintenance stage,focusing on the differences in the regulatory model and intensity of the capital maintenance system,the type and unified regulation of capital maintenance,and China’s capital The focus shift that should be achieved to maintain the system.Regarding the regulation of the capital maintenance process,China’s company law and the extraterritorial company law show a significant generation gap.Not only need to be adjusted in terms of normative value,but also need to be improved in terms of regulation technology.In terms of regulatory technology,incomplete enumeration based on category regulation has led to the circumvention of the rules of capital regulation and cannot effectively achieve the legislative purpose of strict capital maintenance.Therefore,China’s company law should introduce the concept of uniform adjustment of various types of capital maintenance transactions and establish it under the unified concept of "General distribution".The fifth chapter," The Normative Changes of China’s Capital Rules System" is the foothold of this study,and it is a systematic reflection on the turn of China’s current capital regulation system.Based on China’s existing capital regulatory system,such as internal strength differences,lack of regulatory technology,and lagging regulatory positions,we should shift from focusing on regulatory logic to regulatory effectiveness,from capital fixture to capital flexibility,and from creditor interests to corporate interests.Regarding the adjustment of specific norms,even if the existing regulatory model is maintained and improved,the differences in regulatory intensity between various types of capital transactions should be coordinated to form a unified systemic regulation.The more ideal solution is to respect the company’s practice,and move to a more flexible transaction regulation model.At the same time,it is necessary to strengthen the follow-up of other legal mechanisms such as information disclosure,contracts,and guarantees.The conclusion part is the demonstration results and realistic countermeasures of this article.From a theoretical perspective,as far as the coordinate system of comparative law is concerned,the regulatory intensity of China’s company law is still significantly stronger than that of the US company law,and overall it even exceeds Germany,which adheres to the tradition of legal capital system;the formation and maintenance of company capital It is an organic law contract in nature,which determines the standard of autonomy of regulation.However,on the basis of conforming to the two substantive rules of argument proposed by this article,legislators can impose mandatory rules.In terms of practical countermeasures,China’s corporate law should adjust its regulatory stance and regulatory technology in the two stages of capital formation and capital maintenance:the former includes deregulation in areas such as issue considerations and share denominations,and the corresponding strengthening of obligations and responsibilities under corporate governance rules;the latter requires that the intensity of capital maintenance be reduced,and the "general distribution" concept of uniformly adjusting all types of capital maintenance transactions should be introduced from a legal technical perspective.