A Study On Chinese Legal System Of Corporation Managers

As corporation managers are quite important in the corporation, the legal system of corporation managers is a significant part of corporation’s legal system. With the scale of development, the giant separation of ownership and control, professional managers in the corporation play an increasingly important role, and problem of managers is getting worse.Although there is a lot of studies on corporation managers in the economics and business management fields, study on legal system of corporation is still scanty. The current company law in manager system also has many imperfections. This thesis aims to apply the legal system to make corporation managers’ rights、duties and civil obligations clearly divided. Also it adopts the legal method to regulate the behavior of corporation managers.There are five parts of this thesis except for preface and epilogue. These parts comprehensively discuss the basic problems of corporation managers’ legal system.The first chapter defines that corporation managers are the corporation executive head who have been hired by the board of directors, occupying the top management under the board and directs, corporation day-to-day management. At the same time, this thesis realizes the deficiencies of Chinese corporation managers’ legal system by reviewing the differences of corporation managers’ development course between overseas and our country.The second chapter enumerates the agency theory、organ theory、representative theory and multiple roles theory. Also it indicates the multiple roles theory is more reasonable than other theories. This chapter also analyses the relations between managers other units in the internal structure of the corporation to prove that managers are multiple roles in the corporation.The third chapter deems the positive qualification of corporation managers should include virtue and ability, and the company law should add the rules of qualification of age and forbid for being corporation managers after serious economic crime. During the process of choosing corporation managers, we should perfect the market mechanism for managers’ selection from the legal angle. Different kinds of corporations should utilize different organs to select corporation managers.The forth chapter discusses the rights、duties and civil obligations of corporation managers. Managers have rights to occupy、utilize and dispose the possession of corporation, who are restricted by board of directors、shareholders, meantime managers owed the duty of being careful、loyal and so on. There are different judgment rules to determine civil obligations of corporation managers. The civil obligation’s constitution of corporation managers is pretty much as same as the ordinary civil obligation’s constitution, but there are more modalities to undertake civil obligations for corporation managers.The fifth chapter builds the corporation managers’ motivation system from three viewpoints:compensation incentives、equity incentives and insurance incentives. This chapter deems the restriction of corporation managers should include restriction inside and outside, so corporation managers could act from the interests of corporation and shareholders and strain every nerve to improve the development of corporation. As a result, this thesis fundamentally solves the problem of corporation managers encroach on benefit of corporation and shareholders.