This issue, “the power of the corporate manager" (“Prokura” in German), has come out, prior to it is independent from the basic relationship, by the German common commercial law code, It is a great principle that there is no reason for a halt, by the commercial practice, to wait for perfect of the law books. As we know that, the merchants shall attend business transaction, as largest creativities, and force the law world to provide better service to deal with the challenges. This is the real face of commercial law and this is why, the “'prokura” could run the blockade-Civil law does not accept agency from Rome law system to Civil law system, and first independent in the theory, Certainly, above mentioned is also my basic attention. As a theory, different countries may own different interests. For example, German perhaps pay more attention to the“prokura”'s legal nature, legal position, circumscription, the principle of abstractness and so on; American may have hot interest in the object, "Pay and Executive compensation system”; In China, a bit more have been on regulating abuse and legislation. However, my interests are not that, they just aren't distinctive. I am favor of the objects that are disputed, expound frequently and blurred. Frankly, in this topic, I aim to study the legal nature and authorization rules, which are comply with my standards, and which I firmly believe. Moreover, I do not have a wild will to obtain huge achievements in “prokura” system, and just a general hope on the research more deep. My first chapter, in accordance with traditional path, will describe my thoughts and feelings during I choose this topic, research methods, layout and other basic information. From a view of“prokura"'s definition, Chapter Two introduces a general scope of this article discussed, which also provides a preliminary impression for the readers. In addition, through comparing this power and any other determination, I would like to strengthen the position of this argument. With the main line of agency right, Chapter three will use a technology of comparing with the civil agents and the commercial agents, to focus on the legal nature of external relations of the “prokura”. After that, this article will examine the controversial nature of “prokura” in the area of commercial agency. Together, during this study, my perspective is “generalized right theory" that is raised by civil law and philosophy of law. In conclusion, I will ponder upon the some problems about the relationship between the representative and agent. Chapter IV and Chapter V will pay more attention to the consideration on the authorization rules of “prokura", and especially, the Chapter IV tries to raise some problems in the study of “independence principle” and "abstractness principle”, and that is what my topic will strive to resolve, through the historical depiction and theoretical summary. In addition, I also hope that, through guide of the reflection form the Chinese ancient philosophy, such as Laozi and Zhuangzi, and modern physics, there will be more and deeper pondering on this area, so that my work can move away from the "Fortress Besieged" of the theory itself, and locate in the settlement of legal issues. Chapter V analyzes the other general theory of authorization rules. To the problems under the current standard, it will propose a new criteria for judging the legal nature of the authorization act:" is it dependent or independent?" And based on this, I will set out some understanding. Subsequently, through the reflection of "Secondary authorization". I would like to interpret the authorization subject of “prokura” in company law. Ultimately, my paper shall make a voice about the publicity means of the power of the main corporate manager, and in particular, conduct in-depth reflection on the registration system and superior appearance theory. Key words: the power of the corporate manager(“prokura”); right; the principle of abstractness; superior appearance

第一章 导论 第一节 选题的价值:首先需要考虑的一个问题 中国公司法没有“经理权”这个称谓，中国公司法学界也没有多少关于经理权的系统研究，甚至许多法学学者都不知道有经理权这个理论概念，或者将经理权简单的理解为是民事代理在商事领域的一种特殊形式而已。难道在中国，经理权这个议题是鸡肋吗?这个议题不重要吗？这是选择此议题作为硕士学位论文不禁要反思的第一个问题。 当企业的 CEO 利用手中的经营权或者某些被掩饰起来的事实权利，获得不正当的利益，或者一次又一次推涨自己的薪酬时，公司法学者们会迫于舆论和所谓的社会新兴现象带来的研究压力，为公司治理“打补丁”寻求理论支持。在新闻现象和规制操作层面的论说，当然不需要涉足“经理权”的这个更深层次的理论议题。但是作为经理问题研究基点，如果说经理权（大陆法系）或者类似于经理权称谓的权利问题研究（主要指英美法系），没有重要的研究价值，那是很难合人信服的。 举个简单的例子，经理权的基础理论研究，会涉及经理人与公司的关系定位。如试问：在公司治理理论的结构安排上，经理只是商事公司的代理人吗？经理只是董事会下的辅助执行人吗？如果仅是机械的恪守民事代理理论，或者旧有的商事组织制度，也许这些早就被日益革新的经济与企业现象所否定。当某些公众公司的 CEO，在事实上取得了公司控制权，控制了董事会；董事因为某种原因成为CEO的附庸，难以发挥监管制约作用。我们有什么理由继续忽视经理权的专门研究，继续将经理权纳入董事会研究的附属品，或者丢给代理法。