On the Legal Logic of External Representation Behavior of Companies
The main purpose of company law is to adjust the establishment,operation and dissolution of companies,and its normative structure also mainly adopts the"internal effective"rules,which is obviously different from transaction laws such as contract law that mainly focus on how to establish and validate external contracts.This logic of division between company law and contract law,is conducive to distinguishing the adjustment tasks and division of labor of different branches of law,but ignores the complexity of the transaction practice,as well as the importance of internal governance intervention in the establishment of specific transactions to maintain corporate legal personality.The company law is established on the basis of the contract instrument,but for the entity of the company,it is still necessary to address the issue of how transactions established based on the agency behavior of natural persons such as directors or managers belong to the company.The company law firstly establishes the"legal principle"and"duty principle"of agency behaviors.At the same time,it distinguishes between regular transactions and specific transactions.The former only requires the individual conduct of a natural person such as a director,manager or employee,while the latter requires the approval or consent from internal company institutions-a private legal approval behavior.Therefore,a corporate transaction may consist of expression act of"monism"or"duality or diversity".The approval of internal governance institutions such as the shareholders'meeting or the board of directors not only has the effect of forming internal intentions of the company,but also has the power to determine whether external transactions are established and effective.Contractual behavior creates a company,and the company should not detach from the contractual effect.Only in this way can an effective mechanism be formed to control the behavior of the company agents.
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