Interpretive Basis for the Effectiveness of Ultra Vires Surety by a Corporate Representative

公司法定代表人越权担保效力判断的解释基础——基于最高人民法院裁判分歧的分析和展开

Analyzes Supreme People's Court divergences on unauthorized corporate guarantees and argues that the core issue is attribution of the representative act to the company, not only validity of the guarantee contract.

Brief English Introduction

Gao and Fan criticize the older method of deciding unauthorized guarantees by classifying Company Law article 16 as an effectiveness or management mandatory norm. They argue that courts should first ask whether the legal representative’s act is attributable to the company.

Use It For

Use it to deepen the guarantee discussion after students know the basic ultra vires business-scope rule.

Teaching Notes

The article is a strong bridge between legal-representative authority and creditor review duties.