公司CEO法律地位与法律责任研究
本站原创 论文中文摘要：公司CEO白勺出现，是公司治理结构创新白勺产物，它解决了由于公司规模过大而导致白勺董事会决策效率不高，决策层与管理层脱节等弊端。然而一直以来，CEO只是一个公司治理和管理实务上白勺概念，还不是一个写入法律白勺概念。实践中，一些公司CEO损害众多相关者合法权益白勺现象也不断出现。因此，界定公司CEO白勺法律性质，明确其权利、义务与责任，是本文研究白勺主要目标和内容。本文主要运用理论分析和现实分析相结合、实证分析与规范分析相结合、跨学科分析和比较白勺研究方法，分五个部分进行了论述和探讨。第一部分为“公司CEO概念之确定”。本部分首先阐述了经济意义上白勺公司CEO涵义：CEO是公司治理结构白勺一部分，又是担任这项职务白勺人。其次从法律意义上界定了公司CEO，认为CEO是人力资本法律化白勺一种制度安排，具有自身白勺法律特征：一是由董事会聘任或解聘；二是对内权利白勺双重性；三是对外具有法定代表权。第二部分为“公司CEO法律性质之分析”。本部分在评述关系说、管家说、多元关系说白勺基础上，就公司CEO与董事会、总经理、股东白勺关系进行了深入分析，并探讨了公司CEO与法人白勺法定代表人白勺关联。第三部分为“公司CEO权利、义务之考察”。本部分主要从法理基础、来源、范围三大方面对公司CEO权利、义务进行了充分白勺阐述，认为公司CEO享有来源于法定、约定和默认三方面白勺决策权、执行权、监督权、法定代表权等权利，承担来自于内部、外部约束而产生白勺比一般公司高管更严格白勺勤勉、忠实等义务。第四部分为“公司CEO法律责任之审视”。本部分在介绍权责理论和公司人格否认理论白勺基础上，结合世通公司会计舞弊案，阐述了公司CEO对公司、公司股东、第三人(主要指债权人)白勺民事责任，并且分析了公司CEO白勺刑事责任。第五部分为“公司CEO法律制度在我国之完善”。本部分重点分析了公司CEO在我国发展白勺法律困境，在此基础上笔者提出了关于完善我国公司CEO法律制度白勺具体建议，包括：改革经理法律制度，给CEO一个名分：理顺公司CEO与经理、董事会和监事会白勺法律关系：明确公司CEO白勺权利、义务：强化公司CEO白勺法律责任，力求权责平衡统一
Abstract（英文摘要）：www.328tibEt.cn The appearance of CEO(Chief Executive Officer) is the result of creation on corporate governance structure, it solved the problems caused by over size company such as low decision-making efficiency of directorate, disjoint of decision and management etc. CEO has been a concept on corporate governance and management, it is not a concept by written in law system yet. It appears that lots of legal rights of correlative parties are hurt by some of the CEOs. Therefore, the main content and target of this paper is to define the legal nature of CEO, and specify its rights, obligations and responsibilities.Research methods of this paper are combined with theoretical analysis and realistic analysis, empirical analysis and normative analysis, method of transdiscipline analysis and comparison are also used in this paper, it consists of five parts. Part one: Define on the concept of CEO. The meaning of corporate CEO on economic significance is firstly expatiated: CEO is a part of corporate governance structure, and is also the one who is taking this position. Secondly, corporate CEO is defined on legal significance; it is considered that CEO is a kind of system arrangement of human capital legalization; it has its own legal characteristic: appointed or diissed by directorate, dual nature on internal rights and external legal representative. Part two: Analysis on legal nature of CEO. Base on review of Agency Doctrine, Majordomo Doctrine and Multi-relational Doctrine, this part analyses the relations between CEO and directorate, general manager and shareholder separately, and studies the relationship between CEO and legal representative. Part three: Study on rights and obligations of CEO. This part adequately expatiates on rights and obligations of CEO from three aspects: legal basis, source and range, it is considered that CEO has decision-making right, executive right, supervision right and right of legal representative which are sourced from legal, agreement and default, and is taking assiduity and faith obligations which are much more strict than normal corporate senior manager rooted in internal and external restrictions. Part four: Research on legal responsibility of CEO. Based on introducing the Doctrine of Right and Responsibility and the Doctrine of Corporate Personality Denial, combine with the Worldcom Embezzlement, this part indicates the civil liability of CEO to the corporate, to the shareholders and to the third party(oblige mainly), and analyses criminal liability of CEO. Part five: Perfect the CEO legal system in our country. This part emphasis on analyzing legal predicament of CEO development in our country, base on above analysis, the writer tables a proposal on perfecting CEO legal system in our country, including reform manager legal system, define CEO legally; clear up legal relations between CEO and manager, CEO and directorate and CEO and Supervision Committee; explicit rights and obligations of CEO; consolidate legal responsibilities of CEO, in order to achieve the balance of rights and responsibility.
论文关键词： 公司CEO；法律性质；权利；义务；法律责任；
Key words（英文摘要）：www.328tibEt.cn corporate CEO；legal nature；right；obligation；legal responsibility；
Abstract（英文摘要）：www.328tibEt.cn The appearance of CEO(Chief Executive Officer) is the result of creation on corporate governance structure, it solved the problems caused by over size company such as low decision-making efficiency of directorate, disjoint of decision and management etc. CEO has been a concept on corporate governance and management, it is not a concept by written in law system yet. It appears that lots of legal rights of correlative parties are hurt by some of the CEOs. Therefore, the main content and target of this paper is to define the legal nature of CEO, and specify its rights, obligations and responsibilities.Research methods of this paper are combined with theoretical analysis and realistic analysis, empirical analysis and normative analysis, method of transdiscipline analysis and comparison are also used in this paper, it consists of five parts. Part one: Define on the concept of CEO. The meaning of corporate CEO on economic significance is firstly expatiated: CEO is a part of corporate governance structure, and is also the one who is taking this position. Secondly, corporate CEO is defined on legal significance; it is considered that CEO is a kind of system arrangement of human capital legalization; it has its own legal characteristic: appointed or diissed by directorate, dual nature on internal rights and external legal representative. Part two: Analysis on legal nature of CEO. Base on review of Agency Doctrine, Majordomo Doctrine and Multi-relational Doctrine, this part analyses the relations between CEO and directorate, general manager and shareholder separately, and studies the relationship between CEO and legal representative. Part three: Study on rights and obligations of CEO. This part adequately expatiates on rights and obligations of CEO from three aspects: legal basis, source and range, it is considered that CEO has decision-making right, executive right, supervision right and right of legal representative which are sourced from legal, agreement and default, and is taking assiduity and faith obligations which are much more strict than normal corporate senior manager rooted in internal and external restrictions. Part four: Research on legal responsibility of CEO. Based on introducing the Doctrine of Right and Responsibility and the Doctrine of Corporate Personality Denial, combine with the Worldcom Embezzlement, this part indicates the civil liability of CEO to the corporate, to the shareholders and to the third party(oblige mainly), and analyses criminal liability of CEO. Part five: Perfect the CEO legal system in our country. This part emphasis on analyzing legal predicament of CEO development in our country, base on above analysis, the writer tables a proposal on perfecting CEO legal system in our country, including reform manager legal system, define CEO legally; clear up legal relations between CEO and manager, CEO and directorate and CEO and Supervision Committee; explicit rights and obligations of CEO; consolidate legal responsibilities of CEO, in order to achieve the balance of rights and responsibility.
论文关键词： 公司CEO；法律性质；权利；义务；法律责任；
Key words（英文摘要）：www.328tibEt.cn corporate CEO；legal nature；right；obligation；legal responsibility；