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公司执行机关无限代理权作为一项原则,在德国及欧盟公司法理论体系中堪称为支柱性法则。而究其确切边界却一贯是不成文的,且唯经由代理权滥用规制等学说方得以体现,譬如公司与“亲近人群”的及康采恩性质的关联交易等。本文尝试将这一边界置于资合公司范畴内作更详尽论述,以查验其与欧盟法相关指令是否一致;同时,将引入英国法相关内容作比较性阐述,并结合中国公司法实况作一评点。
As a principle, the unlimited agency of executive agencies in the company is called the pillar law in the theory of corporate law in Germany and the EU. However, the exact boundary is always unwritten and can only be reflected in the doctrine of abuse of agency and other theories, such as the connected transactions of the company with “close to the people” and Consort. This paper tries to put this boundary in the scope of the FIC to elaborate more in order to check whether it is consistent with the relevant EU law directives; the same time, the introduction of the relevant content of the UK law for comparative exposition, combined with the actual situation of the Chinese company law as a Comment.