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实质意义的封闭公司不仅指美国法中的封闭公司,还应包含英国法中的私人公司和大陆法系中的有限责任公司和发起设立的股份公司。对法律规范强制性和任意性的判断及分类,有利于完善对于封闭公司内部治理的公司法调整。各国立法实践表明,封闭公司的特殊性越来越来得到关注和重视。封闭公司内部治理的重点及强制性法律规范基本上放在股权的行使和股东关系的安排和处理等方面,而在机关的设置、职权的划分与配置、与股权行使无关的议事方式、程序和规则等方面应当安排更多的任意性规范,赋予投资者更多的选择自由。我国封闭公司内部治理的公司法调整有待进一步完善。
In essence, closed companies include not only closed companies in US law, but also private companies in English law and limited liability companies in the civil law system and the joint-stock companies that they set up. Judicial and arbitrary judgments and classification of legal norms are conducive to perfecting the corporate law adjustment for the internal governance of closed companies. The practice of legislation in various countries shows that the particularities of closed companies are getting more and more attention and attention. The focus and mandatory legal norms of the closed company’s internal governance are basically on the aspects of the exercise of the shareholding and the arrangement and handling of the shareholder’s relationship. However, in the setting of organs, the division and allocation of authority and the procedures, procedures and procedures Rules and other aspects should be arranged more arbitrary norms, giving investors more freedom of choice. The adjustment of corporate law in the internal governance of closed companies in China needs to be further improved.