从经济学视角审视公司法修改的理论基础（Examining the theoretical basis of the revision of corporate law from an economic perspective）.doc

从经济学视角审视公司法修改的理论基础（Examining the theoretical basis of the revision of corporate law from an economic perspective） Examining the theoretical basis of the revision of corporate law from an economic perspective 2009-4-8 14:15, Duan Xueliang, Wang Tong The most basic principle for economists to judge the rationality of law is the principle of efficiency, that is, whether it can improve the efficiency of resource allocation and maximize the total output of economic surplus. Second, the principle of reasonable judgment, economists usually assume that the economic person has reasonable judgment. Finally, the contract principle. And jurists pay attention to the principle of fairness. Although the two are somewhat different in academic principles or systems, economists and jurists are still able to reach consensus in many ways. Economists mainly explain the basic framework of corporate law with the theory of enterprise and incomplete contract. This paper tries to use these principles and theories to analyze the amendment of company law in our country. Keywords company law; efficiency; fairness; economic analysis; In October 2005, the National Peoples Congress passed amendments to the company law, and formally implemented in January 2006, some of the provisions of the revision of the company law and other relevant laws, the public doubt: the company law is necessary for specific shareholders and the board of directors, general manager responsibility, related party transactions vote large shareholders should avoid etc.. Economists analyze the corporate law from an economic point of view. The American scholar is ahead of us. The middle of the twentieth Century the United States started the law and economics (Low and Economics) study, many jurists and economists in this field, many research achievements of legal interpretation, have a significant impact to develop. In general, economists and law, household economics, methods and views on the study of the law, is of great signifi