论劳资和谐的公司法理念

Corporate Law Based on the Harmonious Relationship between Labor and Capital

不管是大陆法系还是英美法系公司法,其制度构架均以资本为中心:资本出资人既是公司的所有者,也是公司事务的管理者、监督者和公司利益的享有者;职工作为公司的雇佣者在公司法上毫无地位,只是提供劳动的客体。但随着近来劳资关系的平衡和对劳动地位的认知,职工逐渐成为公司法上的主体:他们不仅可以了解公司经营状况,还可以参与公司决策和分享公司利益。由是,形成了与资本绝对公司法理念相对的人本的公司法观念,直接影响着现代各国公司治理的法律结构。

Traditionally, corporate law in both Continent and Anglo-American legal systems was founded on the shareholder＇s behalf. Within that framework, shareholders were not only the owners, but also the administrators, the supervisors and the beneficiaries of corporation; workers only provided labor to the corpora- tion and had no legal status in corporate law. However, with the change of balance between the capital and labor and the rising of the consciousness of the labor＇ s status, workers gradually become the subject of corporation law. They not only have access to the information about the operation of the corporation, but also have the right to participate in the corporation＇ s decision-making process and to benefit from the corporation＇ s profits. Therefore, modern corporate law is based more on stakeholders＇ behalf than on shareholders＇ behalf. This has a profoundly impact on the legal framework of the modem corporation governance.