有限责任公司涉章决议中的股权保护——基于对公司法人理论的思考

伴随《中华人民共和国民法总则》以及《最高人民法院关于适用〈中华人民共和国公司法〉若干问题的规定（四）》的施行，公司章程在公司法人治理中的地位进一步得到提升。但现代性条件下股东、公司法人以及外部社会之间的张力尚存，且现有法人理论不足以支撑公司尤其是有限责任公司的治理实践。为更好地规范涉章决议以避免其侵害股东权益，仍需进一步发掘我国公司法人理论。从股东在有限责任公司法人共同体中的特殊性权利义务出发，在公司法人差异化，章程、股东权类型化的前提下实现股东合法利益的最大化。     

“最低核心”理论与社会权的司法保护

为了澄清社会权的含义和内容以增进对其理解,国际人权学界提出了各种"最低核心"理论。其中影响较大的有最低核心内容理论、最低门槛理论和最低核心义务理论。关于最低核心理论与社会权司法保护之间的关系,长期以来一直存在两种对立的观点。支持者认为它可以提高社会权司法保护的程度,反对者则否认两者之间的关系,甚至否定它。尽管在理论上还存在诸多争议,但各国的司法实践已经证实了最低核心理论在推动社会权司法保护中的意义。     

Nature and social work pedagogy: How U.S. social work educators are integrating issues of the natural environment into their teaching

ABSTRACT

The article presents a study of how U.S. social work educators are including discussion, exercises, readings, and other pedagogical approaches to the natural environment into their classrooms. The findings are part of a larger, naturalistic study that gathered data using a semi-structured interview format. The three major themes that emerged were human behavior theory, ecological and environmental justice, and environmental sustainability. The participants are introducing issues of the natural environment using varied pedagogical techniques including readings, in-class discussions and exercises, service learning, assignments, including written and practical work, research, self-awareness exercises, and class facilitation. Questions for further investigation of social work and the natural environment are included.     

Staff and family attitudes to fences as a means of detaining people with dementia in residential aged care settings: The tension between physical and emotional safety

This study investigates staff and family attitudes towards the use of the fences that surround many aged care facilities in Australia, in the context of indefinite detention of people with dementia. This indefinite detention has been described in a report from an Australian Senate Inquiry as “a significant problem within the aged care context”, which “is often informal, unregulated and unlawful”. Five focus groups comprising direct care workers, family members, nurse unit managers and facility managers discussed the reasons for and their attitudes towards fences. The results show a tension between the provision of physical and emotional safety. This is to say that even while it is illegal to detain people with dementia against their will, and even while participants understood the negative impact of fences on the well‐being and emotional safety of people with dementia, they accepted and supported the presence of perimeter fences because they provided the perception that fences kept people with dementia physically safe. This has implications for redressing the balance between physical and emotional safety in policy and practice.     

‘I nearly lost my work’: chance encounters,legal empowerment and the struggle for disability rights in Ghana

This article uses a case study from Ghana to argue that rights-based legal instruments are important but insufficient steps towards securing disability rights in non-western societies. Despite Ghana’s implementation of a Disability Act and ratification of the United Nations Convention on the Rights of Persons with Disabilities, a grassroots perspective shows that legislation and the model of legal empowerment will not automatically produce equal access to human rights. The paper will present this argument through a case study of an individual who became disabled in 2008 and struggled for four years to secure his rights to healthcare and employment. I also argue that the case has a wider significance for disability rights in Ghana and beyond.     

Navigating the ethical maze in disability research: ethical contestations in an African context

Despite changes in how disability is viewed, ethical requirements for disability research have hardly changed. Some ethical clearance procedures, processes and practices still consider persons with disabilities as not able, creating unease among researchers and research participants with disabilities themselves. This paper considers five ethical contestations arising from research in the area of disability in an African context: positionality, vulnerability, signed consent, anonymity, and research committee composition. We argue that ethical requirements in practice are still largely based on a medical model of disability and propose that culturally sensitive social and human rights models should influence disability research ethics.     

论环境影响评价与排污许可制度的互动和衔接——从制度逻辑和构造建议的角度

如何将环境影响评价与排污许可等环境治理工具进行互动与衔接是未来环境治理制度改革的关键。两种制度在现时的环境下都存在各自的问题及相应的变革路径。两种不同的变革路径却有着共同的价值需求，即环境影响评价与排污许可的衔接与互动。在衔接的过程中存在的最大的争议就是维持或简化环境影响评价审批，这种衔接思路的差异制造了两种截然相反的制度逻辑:一种以维持环评审批为核心，另一种以简化环评审批为核心。就中国目前的环境影响评价制度改革方向而言，简化环评审批似乎已是不可阻挡之潮流。是否应当以简化环评审批、强调排污许可为目标进行两种制度的衔接。简化环评审批并不等同于弱化环评制度；在环境影响评价与排污许可的衔接构造上，应当遵循的思路:在宏观上，以效益最大化统领全局；在具体操作上，秉持“在简化环境影响评价的大环境中，寻找强化的契机；以排污许可为核心的进程中，夯实衔接的构造”的理念。     

多重人格语境下商人身份与人格关系研究

罗马法上的人格同时规定了人在公法与私法上的主体地位,是一种通用型人格,因此罗马法上的人格是法律主体资格而非权利主体资格。德国法上民事人格采取的是权利能力理论,而商事人格采取的是商人"身份人格理论",即商人既是一种身份,又是商事主体,商人在获得商人身份的同时获得商事人格,成为商事主体。某一主体可以同时获得多重人格"面具",也可以仅仅获得单一人格"面具"。民事人格、商事人格等独立的类型化人格所形成的人格多重性,其缘由在于诸法合一向诸法分立的转变以及社会分工加深了"完整人"向"局部人"的蜕变。现代人格理论的缺陷在于将民法上的"人"当作法律上的"人",试图以"局部人(民法上的人)"替代"完整人(法律上的人)",将类型化人格(民事人格)作为通用型人格使用。     

Fraternally yours: the union architecture of Oskar Stonorov and Walter Reuther

For architect Oskar G. Stonorov (1905–70) and labour leader Walter P. Reuther (1907–70) unions were not simply instruments for collective bargaining. They were also agents for transforming established social practices that denied the working class access to decent housing, parks and art; discriminated against African Americans; and destroyed the natural environment. Architecture and site planning were key to this transformation as they addressed concerns of social justice and environmental quality. Stonorov and Reuther shared an aesthetic agenda as well – to expose workers to the emancipating beauty of modern design – as they believed well-designed housing contributed to both their personal lives and productivity at work. From 1941 until their deaths in 1970 they devised plans for workers' housing and town planning, sculpture, urban renewal and environmentally sensitive site planning. They sought to involve workers in the design process, mark union territory on former elite-owned properties, give control of housing production to organized labour and advance workers' educational opportunities. This article examines their architectural endeavours as part of a labour narrative and as an index of the turbulent social and political changes taking place from the inter-war years to 1970.