| The company investment behavior is a kind of the company management behavior and have been all countries《company law》lawmaking concern of point problem .The investment of the company as if a pair of benefit sword, ability valid of expand large-scale, economy cost, strengthen market competition ability, but at the same time, it also has proper blemish, such as: Cause the capital falsely increase, the company manage a structure disequilibrium an etc.. Therefore, how the investment behavior of the better rules and regulations company, is《company law》the lawmaking pursue of target.Our country in 2005 revise of《company law》to the investment system do new of provision, gradually loosened to the investment of restriction, such as: No longer take the company capital or property as standard compulsive restriction company outward investment comparison, but give to a company more independence power-from article of association provision investment quota. But, our country current《company law》medium the investment system still have bigger shortage, such as provision of compare be suffused with for the breadth, lack stipulation mechanism, don't formation inside of rule mechanism system, disadvantageous at the company practice the dispute solve. This is inevitable to cause the rights of the benefits related ineluctable suffer violate of big shareholder .This text have a foothold in China go into city empress company management operation of actual circumstance, did to the company investment law's problem related of analysis and study.The textual structure lord line is: Discussion analysis company the necessity of the problem-investment of the foundation law of the investment and the law problem for cause; Discussion analysis our country company the law rules and regulations of the investment problem, rightness current《company law》medium to investment behavior of provision do a description analysis, and to method of shortage do to review an argument; Point study the company investment law restriction related problem, main include investment object of restriction, investment limit of restriction, investment decision mechanism of restriction etc. problem .Analysis review the argument company investment behavior and the company personality denial system of relation and law problem ;Study company investment in how availably rules and regulations, how start to undertake a company to society of responsibility and protection good medium small shareholder of actual benefits. One: The law problem of company investment. Include the concept content of investment among them, economy necessity, (investigate the net value problem of investment) , in the meantime analysis arrive an investment behavior of aggressive meaning with negative influence. Pass analysis, to investment behavior of understanding ascension arrive theories depth, for continuation a few launch of law problem and research do a theories cushion.Two: The lawmaking of the our country company investment development and review an argument. Point analysis 1993《company law》and 2005《company law》of lawmaking variety and legal theory of the investment analysis, in the meantime research current law to the rules and regulations of the investment of shortage, only recognize pure our country current lawmaking present condition, then can have of put forward reasonable of suggestion.Three: The law restriction of the company investment problem. The company investment autonomy and company benefits related in the center have conflict, even have conflict at the public benefits, and therefore to investment behavior should give reasonable restriction and leading. New company law extension the scope of the object of investment, extension arrive include not company system of having business enterprise legal person, this match state of the nation; Company law to the limit experience from restriction arrive not restriction of change, total top match development trend, but not restriction of way of doing would to economy safety result in influence. Therefore have a necessity to do restriction to the investment limit; Adoption shareholder's crossing to decide is law in all countries to go through of way of doing. Our country《company law》to right to vote restriction of provision mostly aim at a listed company, lack to the investment formation mother the right to vote of the subsidiary restriction of provision. New company law should to under the investment circumstance the restriction of the shareholder right to vote make one perfect. To the benefits of the minority shareholder salvage mechanism since is to investment decision mechanism of restriction, pass an information to disclose a mechanism, the ownership of a share return to buy claim system to carry on restriction to the protection minority the benefits of the shareholder.Four: Our country current company law to legal person space denial system of provision body now《company law》Article 20 and Article 64, see from the ruling, law provision just stay around a legal person space system of surface, not concrete arrive system of inner part detail, do not tell us what circumstance under can usage, certificate standard, certificate way etc.. Therefore have a necessity further perfect complement, so then can provide law to the investment behavior support. Five: The benefits that is under the company investment freedom protection mechanism problem. Include two parts: While being a creditor benefit of protection mechanism, two is a company the investment descend small shareholder in rightness of benefits protection. Drill investment to be the independence of the company management behavior, its operation main from board of directors operation, so strengthen the related responsibility to the shareholder and the creditor, is advantageous to a company to carry on malice operation. |
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