公司经理越权行为研究

发布时间：2018-07-18 17:20

【摘要】：擅长经营管理的公司经理在公司发展中的价值不容小视,已经处于公司运营的核心。在竞争激烈的市场中,公司的营利性客观上要求扩张并保障经理权力以提高效率。但是,权力趋于腐败是被实践证明了的一般规律,个人私欲驱使经理越权行事,给公司和第三人带来利益上的巨大损失。经理法律地位多元,充当了代理人、辅助公司机关等角色,享有法律和公司赋予的经理权。我国公司经理法律制度存在缺陷,主要体现在经理权制度没有得到很好体现、对经理越权行为效力判断不清晰、民事责任立法存在缺陷等。同时,我国公司发展有其特殊的背景和现状,公司内部治理也不够完善,主要体现在对公司章程作用重视不够等方面。法律制度缺陷和公司内部约束不足直接导致经理越权行为屡禁不止。这也使得适当约束经理权力,控制经理行为,成为完善《公司法》和创新公司治理模式中的重要课题。因此,结合我国具体实践,应当以完善法律制度和发挥公司自治约束作用为主导机制来约束经理行为。法律规制应当兼顾效率和安全,主要通过厘清经理权范围、加强经理对公司和第三人的民事责任及其可诉性、完善法律追究机制等措施,充分发挥法律约束机制的作用。公司则应该通过完善公司章程、合同和公司内部治理结构等途径对经理越权行为进行事前预防,通过诉讼手段和内部解决机制进行事后救济。总之,构建既能满足公司经营管理的需要,又能防止经理越权行为所产生的各种问题的制衡机制,对经理制度的合理建构和有效运作具有根本意义。
[Abstract]:The value of the manager in the development of the company is not to be underestimated, and it is already at the core of the company. In a competitive market, the company's profitability objectively requires expansion and protection of manager power to improve efficiency. However, the corruption of power is a general rule that has been proved by practice. Personal selfish desire drives managers to act in excess of their power and bring great losses to the interests of the company and the third party. The legal status of manager is diverse, acting as agent and auxiliary agency, and enjoying the legal and corporate power of manager. There are some defects in the legal system of company manager in our country, which are mainly reflected in the fact that the system of manager's right has not been well reflected, the judgment on the effectiveness of manager's overstepping action is not clear, and the legislation of civil liability has defects, etc. At the same time, the development of our company has its special background and present situation, and the internal governance of the company is not perfect, which is mainly reflected in the lack of attention to the role of the articles of association. The defects of the legal system and the inadequacies of the internal restriction of the company directly lead to the repeated prohibition of the manager's ultra vires. It also makes it an important task to restrict the manager's power and control the manager's behavior in perfecting Company Law and innovating the corporate governance model. Therefore, according to the concrete practice of our country, we should take perfecting the legal system and exerting the restraint function of the company autonomy as the leading mechanism to restrain the manager behavior. Legal regulation should take into account the efficiency and safety, mainly by clarifying the scope of the manager's right, strengthening the civil liability of the manager to the company and the third party and its actionable nature, perfecting the mechanism of legal investigation, and giving full play to the role of the legal restraint mechanism. On the other hand, the company should prevent managers from overstepping their powers by perfecting the articles of association, contracts and internal governance structure of the company, and remedy afterwards by means of litigation and internal settlement mechanism. In short, the construction can not only meet the needs of the company management, but also prevent the managers from exceeding their powers. It is of fundamental significance to the rational construction and effective operation of the manager system.
【学位授予单位】：湖南大学
【学位级别】：硕士
【学位授予年份】：2010
【分类号】：D922.291.91

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