Comparative Corporate Governance : A Chinese Perspective

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Kluwer Law International B.V., 2003年4月1日 - 240 頁
In marked contrast to other regimes that have, virtually overnight, abandoned state control of enterprises and espoused Western models of corporate governance, China has pursued a gradual transition suited to its own unique traditions, culture, and customs. Although this new corporate system is still evolving, it is clear that China is now ready for a nation-wide movement of corporatisation and reform. Comparative Corporate Governance draws on the entire corpus of corporate governance theory, both East and West, and also on the experience of many countries since the 1930s, to develop a coherent model appropriate for China. In the process the author shows how various corporate mechanisms have been tentatively introduced into China's state-owned enterprises and how such experimentation has, piece by piece, provided a firm basis for a modern enterprise system. How to build an efficient and culturally appropriate governance system, both in law and in practice, on this foundation is the focus of this book. The analysis is notable for its insistence that, for a corporate governance system to work, the principles and practicalities of that system must be derived from customary cultural norms. Experience shows that imported models, although they may be enshrined in law, lead to economic stagnation unless actual practice is monitored and reformed and the laws change to reflect these necessary adjustments. Thus the model proposed here begins with the Company Law of 1994, and proceeds to show how practical experience is already providing valuable data for the task of improving the law. This process, by which law and business practice continue to "regulate" each other, is, in the author's view, the essential ingredient of a successful corporate system. The author's approach is fundamentally comparative. He discusses and analyses models that have either created globally powerful corporate economies or carried out reforms that have brought new insights to corporate development. In this connection he examines the law and experience of the UK, the USA, Germany, and Japan, as well as Chinese communities overseas and some former British Commonwealth countries. This remarkable book is of inestimable value to practitioners and academics in the field of international economic law. In addition, its often startling perspectives on the accepted models of corporate governance are sure to spark a reassessment of the nature of corporations and their role in social and economic life.

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內容

Introduction
1
The Conceptual Aspects of Corporate Governance
27
An Overview
29
12 The Theoretical Development of the Corporation and Corporate Governance
31
13 Conclusions
35
The Nature of the Corporation and Corporate Governance
37
21 The Nature of the Corporation
38
211 Legal theories
40
112 The Separation of Ownership and Control
136
113 The Onetier Board
137
114 Legal Innovations
138
115 Conclusions
139
The German Model
141
122 The Twotier Board System
144
123 The Codetermination System
145
124 Conclusions
147

212 Law and economics theories
41
22 The Nature of Corporate Governance
42
222 Theories of control
46
23 The Nature of the Corporation and Corporate Governance in the Chinese Context
48
24 Conclusions
50
The Extension of the Corporate Concept Corporate Groups
52
31 The Theoretical Issues Concerning Corporate Groups
53
312 The strategies to regulate corporate groups
54
32 Corporate Group Issues in China
57
322 The perception of corporate groups
59
Cooperative Strategies Strategic Alliances and Networks
61
34 Conclusions
63
The Extension of the Corporate Concept Multinationals and Transnationals
65
41 The Theory and Regulation of Multinationals and Transnationals
66
42 The Chinese Aspiration for Multinational Development
69
43 Conclusions
71
The Current Trend Corporatization and Privatization of the Public Sector
72
51 The Rationality of Corporatization and Privatization
73
512 The economic rationality of corporatization and privatization
75
52 Corporatization and Privatization in China
77
53 Conclusions
80
Chinas Experience with the Corporation and Corporate Governance
81
Corporate Development before 1949
83
62 The Corporate System during the Nationalist Period
88
63 Conclusions
90
Corporate Development 19491978
91
72 Reforming Private Enterprises and Developing Stateowned Enterprises
93
73 Conclusions
96
The Enterprise Reforms after 1978
97
82 The Initiation of the Big Bang Enterprise Reform since 1997
100
83 Corporatization in Enterprise Reform
102
84 Conclusions
108
The Development of Corporate Governance in China Law and Reality
109
92 The Introduction of Modern Corporate Governance
112
922 The practice
117
923 Further development of corporate governance
119
93 Conclusions
121
Some Important Models of Corporate Governance
123
The UK Model
125
102 The System of Selfregulation
127
103 The Separation of Ownership and Control
128
104 The Onetier Board
130
105 Conclusions
133
The US Model
134
The Japanese Model
148
132 The Main Bank System
151
133 Corporate Groups
152
134 The Lifetime Employment System
154
135 Conclusions
155
The Corporate Governance Model of Overseas Chinese Communities
156
141 The Overall Picture
157
142 The Familyoriented Business
159
143 The Overseas Chinese Business Network
161
144 Conclusions
162
The Corporation and Corporate Governance in Selected Commonwealth Countries
163
152 New Zealand
167
153 Australia
169
154 Conclusions
172
Designing a Chinese Model of Corporate Governance
173
The Determinants which Shape the Development of a Corporate Governance System
175
161 The Economic Determinant
176
162 The Political Determinant
177
163 The Cultural Determinant
179
164 The Legal Determinant
182
165 Path Dependence and Corporate Governance
183
166 Corporate Determinants in the Context of Designing a Chinese Model of Corporate Governance
185
167 Conclusions
186
Creating a Competitive Market Environment for Corporate Development
187
171 The Importance of Improving the Economic Framework to Foster Market Competition
188
172 Creating a Competitive Environment to Introduce more Competitive Mechanisms into the System of Corporate Governance in China
189
173 Conclusions
190
The Challenges in Seeking a Practicable Chinese Model of Corporate Governance
192
182 The Special Case of China
197
183 Corporate Governance Problems Existing in Chinese Companies
198
1832 Main problems in the statecontrolled company
199
1833 Main problems in the nonstateowned or controlled company
200
1842 The model of corporate governance for nonstateowned or controlled companies
203
185 Conclusions
205
The Future Development of Corporate Governance in China
207
192 The Role of the Public Sector
208
193 The Role of Banks
209
195 The Move toward Comprehensively Strengthening Management
210
196 Evaluating the Practicability of the Proposed Model of Corporate Governance according to the Trend of Corporate Development in China
211
197 Conclusions
212
Bibliography
215
Index
235
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