Research On Equity Contracting

The rapid development of market economy,the company law does not meet the needs of shareholders well,and it is difficult to effectively protect the legitimate rights and interests of shareholders.The demands of shareholders are constantly changing and new problems arise.Therefore,it is necessary to break the rigid legislation in the company law and give the equity more flexibility to adapt to the character.The equity contract can enlarge the space of shareholder autonomy,protect shareholders' rights and interests by expanding the flexibility of equity,and realize the legitimate demand of shareholders.This article first demonstrates the theoretical basis of equity contracting.According to the company contract theory,the company is the set of all contracts in each process of production.The law makes the company,while others join the company by signing a contract or signing a contract with the company.Equity can not be seen as ownership and creditor's rights,and should be regarded as each shareholder shall have the right to achieve its reasonable expectations.The rights of shareholders are a collection of rights that can be changed and can be reduced.The contract action produces the equity,and the allocation of the equity is also full of the contract attribute.Therefore,the equity can be understood and designed according to the contract.The freedom of contract is the fundamental reason for the autonomy of shareholders',and the shareholders' autonomy in the equity allocation can realize the equity contract.Because the autonomy of the articles of association is the core of the equity contract,the second part of the paper discusses how to divide the boundaries of equity contracting.It is almost impossible to set a rigid and simple standard,but it can establish a relatively certain standard.For example,the scope of ownership within the company is wider than that out of the company;The contractual scope of the limited liability company is wider than that of joint-stock company;The formulate of the company's articles of association is wider than the modification of the articles of association.The value and significance of this point of view can be reflected in the application of equity contract to practice.This article clarifies the concrete embodiment of the equity contract in the current legislation,and explores the inherent elastic space of the equity contracting in practice application.Because there is no unlimited freedom,it is also necessary to make reasonable restrictions to achieve relative justice.I put forward some advice in the company law: I suggest to increase shareholder autonomy priority rules,increase the elastic character of company law,to relieve the contradiction between the changing requirements of shareholders and the stiff company law legislation.