First, the concept and nature of the company law
Second, the legal characteristics of the company law
Third, the position and role of company law in the legal system.
Fourth, the main characteristics of corporate legislation in western countries
Verb (abbreviation of verb) Overview of China company legislation
First, the concept and nature of the company law
1. The concept of company law
The company law in a broad sense refers to the sum of all legal norms related to the company, including all provisions related to the company in civil law, enterprise law, bankruptcy law, foreign-invested enterprise law, securities law, civil procedure law and other laws and regulations.
In a narrow sense, the company law refers to a single legal norm named after the company law formulated by the national legislature. 199365438+On February 29th, China promulgated the Company Law of People's Republic of China (PRC). The company law mentioned in this course is aimed at the narrow company law.
Understand the concept of company law from the following two aspects:
(1) The object of company law adjustment can only be companies, not other forms of enterprise organizations.
(2) The Company Law stipulates the internal and external legal relations of the company.
2. The nature of company law
As an integral part of the law, the company law has the general characteristics of the law, and at the same time it has the characteristics different from other laws:
(1) The company law is an enterprise organization law.
(2) The Company Law is an activity law.
(3) The company law is a written law.
(4) The company law is a public law and a private law.
Second, the legal characteristics of the company law
1. From the content of company law, company law is a combination of organization law and activity law.
2. From the style of company law, company law is a combination of substantive law and procedural law.
3. From the normative point of view, the company law is a combination of mandatory norms and arbitrary norms.
4. Judging from the various rules confirmed by the Company Law, the Company Law is an international domestic law.
Third, the position and role of company law in the legal system.
1, the status of company law
People have different views on the position of company law in the whole legal system. Some ideas should be considered as part; Some think it should be a special law of civil law; Others think that it should be a part of enterprise law in economic law. We believe that it is not only reasonable but also necessary to classify company law, negotiable instrument law, maritime law and insurance law into commercial law from the perspective of discipline system construction.
Company law is closely related to civil law, economic law, criminal law, foreign-related economic law, bankruptcy law, labor law, procedural law and other laws. The reason why the company law is closely related to so many legal departments is that the company law itself contains a variety of legal relationships, and each legal relationship is bound to involve the relevant provisions of the relevant legal departments. In a word, the company law is an important law in China's legal system and an indispensable law in the socialist market economy.
2. The role of company law
The Company Law (1) determines the company's code of conduct and maintains social and economic order.
(2) The Company Law clarifies the rules of conduct of promoters, shareholders, directors, supervisors and managers, and protects the legitimate rights and interests of companies, shareholders and creditors.
A) The Company Law stipulates the responsibilities of promoters.
B) The Company Law stipulates the rights and obligations of shareholders.
C) The Company Law stipulates that directors, managers and supervisors have the right to operate, supervise and manage, and also stipulates the obligations of directors, managers and supervisors to be honest, trustworthy and diligent, as well as the basic principles that all organizations of the company must abide by when implementing various behaviors.
Fourth, the main characteristics of corporate legislation in western countries
1. The company law has gradually formed a separate law.
2. The content is increasingly unified.
3. Guarantee the rights and interests of shareholders.
4. Strengthened the protection of the company.
5. Strengthen the protection of bona fide third parties and social interests.
Verb (abbreviation of verb) Overview of China company legislation
1. Corporate Legislation in Old China
2. Corporate legislation from the early days of the People's Republic of China to before the Cultural Revolution.
3. From the reform and opening up to the company legislation promulgated by the Company Law.
4. Company legislation after the promulgation of the Company Law.