Legal Analysis On The Corporate Governance In The Investment Fund

This thesis explores the legal issues regarding the corporate governance in the investment fund industry.The first chapter is summary on investment fund ,which is the basic point of the thesis. The author suggests that investment fund is the hybrid of company and trust ,and both the corporate type and contract type of investment fund are the entities with legal personality. The trust in investment fund context differs from express private trust in that the former is creature of contracting among the parties. The motive force for the external management adopted in investment fund is to reduce the transaction costs otherwise incurred in market and enterprise's organization costs.The following two chapters inquire the issues relating to fiduciary duty of the investment fund manager. First of all, the author discusses the conception o f fiduciary relationship, fiduciary duty, skill and care duty and loyalty duty. Secondly, the skill and care duty concerning the diversified investment, asset liquidity, delegation of manager power, efficient management and exercise of the shareholder right are specified. Thirdly, the writer explores the regulation on several specific conflicts of interest transactions which usually take place in investment fund industry. Some concrete suggestions are put forward on legislative perfection of the current laws and regulations governing the manager fiduciary duty.The fourth chapter mainly studies the investment fund custodian, In this part, conception, legal status and fiduciary duty are respectively explored. Then, the role of independent director in the corporate governance in investment fund industry is specifically analyzed. Finally, some suggestions on perfection of custodian system, such as establishment of trustee committee, the separation qf the monitoring function andcustodian function, and reporting to custodian by the managers before the execution of material transaction.The fifth chapter centers on the unitholders and the meeting of unitholders. In the first place, legal status and right of unitholders are analyzed. Secondly, the action of unitholder against the defect decision of unitholders meeting and conflict of interests transaction conducted by the managers is explored in detail. At last, the author inquiries the issues relating to the unitholder meeting and proposes legislative perfection on the powers, quorum and convening and motive of unitholders meeting.