The Research On The Limits Of Judicial Intervention In Corporate Autonomy

In 2005 the corporate law has been praised by scholars, and has been considered one of the best corporate law, which not only establishes the principle of corporate autonomy, but also greatly enhance the company’s dispute justiciability. It also makes the judicial power can intervene company autonomy in many circumstances. Thereafter, in what manner, at what scale of the judicial intervention in the company in order to ensure the balance between autonomy and promote the company and economic development, has become a topic of academic discussion. In the year of 2012, Supreme Court issued guidance case No. 10, which is to get people’s attention focused on the limits and balance between judicial intervention and corporate autonomy. The release of the guidance case can certainly play an important role in guiding similar cases. But only one guiding case cannot resolve so complicated judicial practice, we still need to rely on the legislative, judicial improvement.This article will demonstrate the legitimacy of judicial intervention of corporate autonomy, discusses corporate autonomy need the supplement of judicial intervention. Then the article analyzed the border of corporate autonomy.This boundary is both autonomous border and also the scope of judicial intervention should abide by. Followed by a typical cases analysis and foreign legislation combing and analysis, the premise and the principle of judicial intervention will be discussed to explore the limits of judicial intervention company autonomy. At last, the article concluded the problems of current situation of judicial intervention in the company autonomous, and recommended some advices to build a more perfect system by targeting our current legislation and judicial practice.This article discusses from the following several aspects:In the first chapter, writer discusses the legitimacy of judicial intervention company autonomy. This chapter starts with the theory of corporate autonomy, then summarizes the limitations of corporate autonomy, and then discusses that judicial intervention can solve the limitations of the company’s existing problems. At last, it sums up the conclusion that judicial intervention is reasonable.The second chapter demonstrates the border of corporate autonomy. Company autonomy boundary is both the scope of the company’s individual rights, and also the scope of the limitation of the judicial intervention. Once the company has crossed autonomous behavior, judicial intervention is necessary. The first section of this chapter from the classification of the company law to determine the boundaries of autonomy, the second section also lists the specific performance of the company’s autonomous boundaries.The third chapter demonstrates the limits of judicial intervention of corporate autonomy from the two aspects-the premise and the principle of judicial intervention, combining with a number of cases demonstrate the principle of judicial intervene corporate autonomy should comply with, including the principle of giving priority to efficiency, respect for the principle of private autonomy and attaches great importance to the mediation, classification principles, and procedural principle of intervention and auxiliary substantive intervention, etc.The fourth chapter summarized the present situation of legislation and judicial practice of judicial intervention company autonomy, and proposes targeted improvement recommendations, including the establishment of the business judgment rule, establish a special court for corporate suits, etc.