Company And Its Managers Conflict Of Interest And The Legal Regulation Research

The subject of this thesis is the conflicts of interest between company and itsmanagement, and the legal regulation thereof. This thesis attempts to discuss, throughits study and analysis, the theory basis and the cause underlying some specific legalregimes, and then to help both the integration of the advanced corporate governanceregimes with the special conditions of our country and the realization of localization.For the above-mentioned purpose, this thesis contemplates the subject from fouraspects.Study on the conflicts of interest between company and its management: On the basisof the analysis of the subject, the content and the illegal nature of interest conflicts,this thesis applies the modern enterprise theory to analyze the cause of interestconflicts, in order to find out how to eliminate/reduce them. Thereafter, this thesiscontemplates a special interest conflict of China, the insiders' control.Theoretical Basis for the Regulation of Interest Conflicts: This thesis stresses thecommon features of the different corporate law theories of the two legal systems, andcontemplates the central characteristics of and risk in the relationship betweencompany and its management. Thereafter, with its study, this thesis contemplates theessential difference between traditional theories and economics of law, and discussesthe cause of these differences.Study on the Legislative Practices of Regulation of Interest Conflicts: Comparing thelegislative practices concerning self-transaction, manager compensation and corporateopportunity of the two legal systems, this thesis contemplates the basic features of theduty of loyalty of the managers.Further discussion concerning Regulation of Interest Conflicts: This thesissummarizes the difference in theoretical basis and legislative practices between thetwo legal systems. To solve the problem, "what practice is suitable for China", thisthesis contemplates the cause of such difference from three approaches, corporatestructure, fundamental legal theory and ideology structure. At last, this thesis analyzesthe special conditions of China, and suggests some resolutions for the problems inregulation of interest conflicts of the new Corporate Law.