주주총회와 이사회 시각에서 중국 회사의 권한배치

The statutory power allocation of companies in Chinese company law has been criticized and questioned by many parties. Even after five revisions, it still faces many difficulties in practice. Legislators have made continuous attempts and efforts to improve the corporate governance system, but it is always difficult to completely change the current situation of the imbalance of corporate power allocation. The existing institutional dilemma means that patching remedies cannot fundamentally solve the current situation of corporate power distribution in China. The reason lies in the serious mismatch between the existing statutory corporate power allocation and practice. There are two main problems: the confusion of power distribution in different corporate forms and the disconnection between legal power and actual power. The former takes Limited Liability Company as a standard corporate template to design the internal power allocation of Company Limited by Shares, while the latter is reflected in the dislocation of corporate power allocation in practice. As the core of corporate governance, the discussion on power allocation mainly focuses on two aspects, namely, the decision-making subject of the company and which party’s interests should be given priority. In other words, in the modern corporate governance structure, the core of the debate between the decision of the directors and the decision of shareholder-meeting in which legal efficiency and fair value should prevail. Therefore, from the perspective of corporate governance modes in the context of a new revision of company law of China, combined with the main structure with company, the shareholders’ committee and the board of directors to discuss China power configuration of the company.