股东大会与董事会权力配置分析-经济法专业论文.docxVIP

PAGE PAGE 1 Abstract “The structure that the modern Company Law has built is the results of using the form of constitutional.” In this theory, it ensures the company operates efficiently, because of the separation and restriction of the power between the company organs, under the theory of the shareholders limited liability and separation of ownership from management. However, the actual results have been disappointing, the shareholders meeting growing formalized, the Board of managers of power increasingly being elevated, the ideal of the separation and restriction of powers has always been elusive. Is the shareholder’s meeting has bigger power or the board of the directors between the two organs? I believe that the answer to this question must be focus on two respects both legislation and practice. The contradiction of the power structure performances “centralization of plenary session of shareholder” in legislation and “centralization of board of directors” in practice reflects the historical trend that the centre of the power transfer from shareholder’s meeting to board of the directors, therefore, the wise action of the legislators is to adapt to this trend, not to ignore. This studies focus on the power model changes between shareholder‘s meeting and board of the directors. Then mainly analysis the reasons that the company power configuration between shareholder’ s meeting and the board of directors has two diametrically opposite patterns in laws and practice. And exposits several measures to distribute the company power between shareholder’s meeting and the board of directors lastly. The full text is divided into five parts, about 30,000 characters. The major elements of the following are: The first part, recalled both “centralization of plenary session of shareholder” and “centralization of board of directors”, the two different configuration modes’ meaning and the historical background of birth and development. The second part first inspects the condi