The Positive Interactions Between Corporate Law and Anti-Monopoly Law

（Law School，Renmin University of China，Beijing 100872，China）

Abstract：Corporations are the important market players that are jointly protected and regulated by both Corporate Law and Anti- Monopoly Law. However，Corporate Law and Anti- Monopoly Law are fragmented and isolated each other in academic research and legal enforcement. It is advised that the legislature should reform Corporate Law and Anti- Monopoly Law in a harmonious，interactive，inter- connected，coherent and balanced way. Both Corporate Law and Anti- Monopoly Law，guided by the general principles of Civil Code，aim at promoting corporate vitality and the healthy development of market economy. In the process of legal enforcement，the anti- monopoly agencies should be inclusive and prudent in regulation，moderate in imposing penalties，and active in service，so as to fully respect and guarantee the corporate right of survival and sustainable development. The anti- monopoly censorship should follow the policy of general permit and exceptional forbiddance. The author advises the antimonopoly enforcement agencies to keep strong willpower based on rule of law，adhere to the normalization，rule of law and professionalism in legal enforcement. Based on the philosophy of the onus of proof on the claimant，it is suggested that the new AntiMonopoly Law should establish the general principle that the anti-monopoly enforcement agencies shall bear the burden of proof on the fact that mergers and acquisitions have the effect of excluding and restricting competition. As far as the scope of application of the restrictive conditions of mergers and acquisitions is concerned，the restrictive conditions should be avoided whenever it is not necessary. The choice and use of anti-monopoly penalties should reflect the principle of fairness and proportionality in terms of fault and penalty. It is suggested that a special chapter of prevention of monopoly behavior should be introduced into the Anti-Monopoly Law to empower the anti-monopoly enforcement agencies to prevent the monopoly ex ante and supervise the monopoly in progress. The key strategy of the enforcement of Anti- Monopoly Law is to activate the corporate governance mechanism. The rule on determining corporate control right in case of mergers and acquisitions should be oriented towards the company law as far as possible. Self-prevention of monopoly should become the core social responsibility of giant corporations.

Key words：corporate law；anti- monopoly law；corporate right to survive and develop；corporate autonomy；corporate