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Values Research of Default Rules in Company Law

Author: WangQiao
Tutor: ShiHuiRong
School: Southwest University of Political Science
Course: Civil and Commercial Law
Keywords: Company Law Corporate autonomy Articles of autonomy Default rules Value
CLC: D922.291.91
Type: Master's thesis
Year: 2010
Downloads: 78
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Abstract

Legislative philosophy of the times, the most striking feature of China's \Law fully reflects the deregulation, strengthening the concept of autonomy, emphasis on respect for autonomy, and respect for the legal rights of use, and reducing government intervention. \. Looking at the world, the company legislation the concept of corporate autonomy continuously deepen and become the trend of company legislation, the Company Law Reform arbitrary rules to be expanded, mandatory rules are being squeezed. Default rules of the Companies Act to become an integral part of the concept of corporate autonomy depth Company Law Reform channel the Company Legislation technology to enhance the typical manifestation of, and it plays an increasingly important role in the Companies Act. However, the domestic academia fresh article or monograph to conduct a special study default rules of the Companies Act, subject to the traditional rules of the Companies Act for the mandatory and any dichotomy by a certain extent. The foreign scholars Aisenboge Professor, Professor Chai Finsbury trichotomy any rules further subdivided into default rules empower rules of the Companies Act norms should be contingent structure also expressed a different point of view . In any case, the Companies Act regulate the synthesis method of the hybrid structure said to be the most convincing, and balance the different interests protected by the Companies Act subject to diverse interest demands. Followed a basic theoretical premise is the Companies Law rules the hybrid structure of mandatory rules, default rules empower the rules. The value of the default rules analysis, first started in private law character of the Companies Act. The most typical manifestation of the character of the Companies Act private law autonomy, and the Articles of Association of autonomy is the best carrier of corporate autonomy. The company contract theory provides for the autonomy of the Articles of Association Law basis of theoretical studies shortcuts, also provide a theoretical basis for the existence of the default rules from one side. However, it should be noted that the autonomy of the articles of association is not endless, it is to follow the basic spirit of the law, in the basic values ??and rules within the framework of maximum autonomy. Secondly, mandatory rules and empowerment rules have not overcome its own shortcomings, the default rules to some extent able to remedy these deficiencies. The default rules qualities it between mandatory rules between empowers rules, to reconcile the two in direct opposition to the legal property. Its provisions usually contain corporate participants and without another convention that automatically apply (it can be said that the \Statutory default arrangement of design methodology and assumption transaction, overthrow the default method, company participant exclude the arrangements applicable statutory default path usually choose the path of three types: substantive, legal process path and articles of association path. Undoubtedly, the Articles of Association of the Company path is the most important way to expand the entry point of the default rules from one side, and also the article. In the last part of the article, in the company of the Companies Act established operators, the dissolution of the three stages set default rules are briefly Comment on the one hand, affirmed the \value, on the other hand pointed out that the \Conform to the trend of global corporate autonomy legislation, the Companies Act and certainly more mandatory rules eased, replaced by the default rules (and to empower the rules) in the future, thereby enhancing the default rules in the Companies Act ratio rule.

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CLC: > Political, legal > Legal > Chinese law > Economic Law > Corporate law, company law
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