Corporate Governance, Internal Structure And External Control

Corporate governance and corporate M&A(Mergers and Acquisitions) are two hotspots being discussed at present, but their inherent relations have not been thoroughly revealed. Based on the corporate theories of neo-institution economics, the author analyzes the international experience and Chinese practice in order to settle the following questions: first, reveals the formation and practical operation of the internal structure and external control mechanism of corporate governance through comparative study from the angle of people's behavioral motives. Secondly, reveal the inherent relations between of the internal structure of corporate governance and external control mechanism. Thirdly, analyzes the cause of formation of different models of corporate governance and evaluates their practical economic performance and reveals their development trends. Lastly, evaluates the status quo of the corporate governance of Chinese state-owned enterprises using the experience of corporate governance in developed countries for reference, and proposes some advice on improving the corporate governance of our state-owned enterprises.According to the objective and inherent logical coherence, the thesis is composed of six chapters.The first chapter provides the theoretical background for the thesis. Based on the corporate theories of neoclassical economics, the author analyzes the essence and basic forms of corporations, the inevitability of the rising of various problems arising from corporate governance, and some basic theories of corporate governance.From the angle of people's behavioral motives, the second chapter reviews the approaches and behavioral characteristics of interest motives of the participation in corporate operations and the sharing the corporate control rights of different factor owners (which are called "interest-related parties" in the thesis). The analysis on individual economic behaviors may help to understand the characteristics of the organizational economic behaviors of a corporation.The third chapter mainly analyzes the internal organizational structure of corporate governance, that is, the corporate governance structure in the narrow sense. The governance structure is manifested by the allocation of corporate control rights (including the constrains and inspirations of the control rights) through the authority of the internal hierarchy of a corporation, and some indirect control rights derived from the hierarchy.The fourth chapter discussed the corporate M&A, that is, the market transferring mechanism of corporate control rights which can be realized in the corporate control rights market and become an organic part of corporate governance. In this chapter, the author mainly deals with the governance significance of corporate M&A and the institutional factors influencing M&A.The fifth chapter is the theoretical conclusion of the thesis. Based on the analysis of the internal structure of corporate governance and the external control rights market, the author sums up two basic governance models, then explains the causes of formation of the two models and themajor solutions to settle the allocation of corporate control rights. According to the practical economic performance, the author evaluate the two basic governance models, concludes the major experience and existing problems of the corporate governance in the developed countries, and discuss their development trends.The six chapter acts as the theoretical explication. Finishing the international comparative studies, the thesis analyzes the governance of Chinese listed state-owned enterprises. Compared with the mature governance mechanism in those developed countries, our listed state-owned enterprises still have some protruding problems which are manifested in various aspects. The author probes in the causes for these problems and provides some solutions to them.