Company Organs Decentralization And Checks And Balances System Research

This thesis studies systematically on the systems of division and balance of powers among organs in modem corporation law. The thesis is composed of three parts, i.e.: the fundamental theory of the system of division and balance of powers among organs in corporation; the analysis about the system in modem countries? corporation law; the analysis about the system in the corporation law of our country. The first part introduces the installation of corporation organ in some main countries?corporation law; analysis the economic and political sources of the system of division and balance of powers among corporation organs; draws out the basic principles of the systems, which are the principle of the clear boundary of powers of corporation organs and the principle of restrictions among corporation organs; retroacts the historic course of the systems, pointing out that the main content of the course is the unceasing adjustment of center of powers in corporation and the continuous replenishment and perfection of the system of control and balance; summarizes that the characteristics of the systems in modem corporation law is that: board of directors is the center of powers in corporation in the structure of power assignment, and board of directors is the emphasis of restriction in the system of balance and control. Finally, the thesis points out that redivision of powers in board of directors is a new subject which modem corporation law is facing. The second part has a thorough analysis of the systems in main developed countries. On the system of division of powers. This part has respective introductions of the scope of powers of general meeting board of directors and supervisory meeting in those countries, and has analyses of the legal technologies of these countries in dividing powers between general meeting and board of directors and between board of directors and supervisory meeting. There is also a brief analysis of re-division of power of management in corporation law of those countries. On the system of balance of power, this part analyses those countries?methods to energize each organ of corporation; introduces regeneration of right of shareholder and restrictive methods to the restriction power of general meeting. The section of board of directors has an emphatic analysis of those countries?method of emphasizing restriction inside board of director, i.e. replenishment and perfection of those countries?stipulation of Obligations of directors. This part introduces at last those countries?strategy to add to the supervisory effect of the supervisory meeting Part three analyses and discusses the regulation of division and balance of power m Chinese corporation law, and advises on the defects of Chinese corporation law. On power dividing, points out treating manager as legal organ is a new idea in installing organ and dividing power. The power of manager can be stipulated either by law or by charter. After analyzing the dividing of power of Chines corporation law between general meeting and board of directors and between board of directors and supervisory meeting. this part points out there is something imperfect and due to improvement in the legal technology of Chines corporation law, and the power of manager needs further clarification. On power balancing, analyses the balance system established in our country, and emphasized the regulations to be perfected. This part points out that there are three defects in p...