Contract interpretation under the Company Law

Author: Luo Peixin
Publisher:
Publish Date: 2004-04-01
Features: This series of books adheres to the principle of "what others don't have, we have; what others have, we excel in." The selected books reflect the latest and frontier research achievements in this field, possessing both significant theoretical value and strong practical guidance. It is hoped that the publication of this series will contribute to the development of legal academic research, presenting a bright and distinctive landscape. This book incorporates knowledge and analytical methods from multiple disciplines such as law, economics, and sociology, taking contracts as the perspective and "ought-to-be" as the direction, striving to seek the substantial justice of corporate law. Traditional corporate law theories typically provide a theoretical foundation for the mandatory nature of corporate law through grand explanations such as "market failures require state intervention" and "social interest as the norm." However, this explanation fails to account for the abundance of discretionary rules in corporate law. Moreover, even if market defects do exist, how can corporate law justify replacing the "spontaneous order" of corporate participants with mandatory rules? Traditional theories cannot offer a convincing explanation for this issue. The book's exposition on the fundamental attributes of corporate contracts, particularly on the inherent flaws and gap-filling mechanisms of long-term corporate contracts and relational contracts, reveals that many mandatory-looking corporate law rules actually embody contractual attributes: corporate participants would inevitably accept these rules under conditions of full information and sufficiently low transaction costs. By standardizing these rules, corporate law not only saves transaction costs but also avoids systematic risks faced by corporate participants due to adverse information asymmetry. On the other hand, due to the limitations of standard contracts, in specific circumstances, corporate participants can "select" corporate law rules. This book adopts a total-part structure, providing a comprehensive contractual understanding of the normative foundation of corporate law and its structural elements, and offers a reflective critique of China's current corporate law and corporate law research.