Research On Corporation Characteristic And Resolving Mechanism Design For Corporate Governance Dilemma

There have been a lot of issues around Modern Corporation since it's coming into existence as the major organization form of modern enterprise. While, the most controversial and critical one is the issue on corporate governance, which has become the hottest issue of study in the world.But the studies of modern corporate governance theory are generally based on the theory of "Separation of Ownership and Control" raised in the Belle-Means presumption, which defines that the ownership belongs to shareholders of the corporate and control goes to corporate operators. It is indicated in corporate governance theories based on "Separation of Ownership and Control" that the basic principle and objective of corporate governance is to protect the interests of shareholders or stakeholders from being deviated by operators; for it is believed that corporation should be the property of shareholders or stakeholders. Therefore, the original objective of primary studies have focused on how to achieve shareholders' monitoring and balancing on the operator, so as ensure that the operators (controllers) are acting to maximize the owners' interests. Latter, it evolved to be the stakeholders' theory by extending the scale of ownership to include suppliers, creditors and customers, who have also made special contribution to the corporate. So, the main issue of studies was switched from the balance relationship between ownership and operator to that among all stakeholders. The corporate governance theory basing on power delegation and balancing has focused more how to achieve Pareto Optimality through allocating power among operators, shareholders and other stakeholders. It is an economic access. Its governance theory, however, focuses only on the organizationality of corporation while neglects its subjectivity.Corporate governance comes after the birth of Modern Corporation. The most typical characteristic of Modern Corporation is that it establishes the company's legal status along with the perfection of corporate system of legal entity and brings corporate characteristic. The corporation's subjectivity reveals that the corporation instead of natural people inside it becomes the major market player and responsibility holder. The corporation has its independent interest. But the organizationality of the corporation determines that the realization of the corporate interest depends on the natural people in the corporation. This corporation characteristic implies the corporation paradox, that is, the natural people are the crux to realize and prejudice the corporation' interest. This paradox brings corporate governance. So, this dissertation here starts from the corporation characteristic and introduces the corporation's subjectivity. It advances that the major logic starting point of studies of corporate governance should be corporation characteristic constituted of corporation's subjectivity and organizationality. The co-existence of corporation's subjectivity and organizationality complicates the intetest relationship within the corporation. It hereby brings up a new analysis method different from old theories by basing on corporation's subjectivity and organizationality. The creativity and results achieved in this study are embodied in the following aspects:(1) Giving opinions that the corporation characteristic is the co-existence of sujectivity and organizationality, and the property right of the corporation makes corporation act as an omnipotent body. By re-discussing the corporation nature, this dissertation points out that the corporation nature is the non-human person. The corporation nature determines that the corporation characteristic is the co-existence of sujectivity and organizationality. The property right of the corporation is the essential reflection of the corporation's subjectivity. The property right of the corporation is established in law, which causes the separability and relativity between the corporation and the shareholders, strengthens the independence and subjectivity of the corporation, and distinguishes the corporate governance from others.(2) Re-defining the agent relationship and interest relationship. By the analysis of the corporation characteristic, this research re-defines the agent relationship and puts forward that the agent relationship between shareholders and the corporation is only set by law, but the relationship between the corporation and corporate organizion is the representative relationship. The legal agent relationship between the shareholders and the corporation, and the separability and relativity between shareholders and the corporation makes the shareholders' meeting have the final say about those issues concerning the survival of the corporation. The shareholders realize their rights through the shareholder meeting. The corporation plays as market player and responsibility holder, which will influence further in the expanding of its activities. Under the coexistence of corporation's subjectivity and its organizationality, a complex interet aggregate comes into being. The corporation and the people in it have both common interests and conflict of interets.(3) Putting forward the horizontal dilemma and vertical dilemma of corporate governance. That the corporation and the people in it have common interests, it means corporation interest is consistent with natural people's interest, and natural people share realizing corporation interest as their main goal. But the conflict of interests within natural people brings organized anarchy. So horizontal dilemma refers to organized anarchy, that is the disorder state of the organization. The corporation and the people in it have conflict of interest, it means corporation interest is not always consistent with natural people's interest and natural people may harm corporation interest. So vertical dilemma refers to the harm caused by natural people to corporation interest. The common interests and conflict of interets takes corporate governance in dilemma, which divides into horizontal dilemma and vertical dilemma. Therefore, how to protect corporation's interest causes the emergence of corporate governance. And it is vital to find the ways on how to realize corporation interest, how to protect the corporation interest under the coexistence of corporate subjectivity and organizationality. It is a must to find corporate governance methods against the dilemma of corporation governance.(4) Based on those researches above, this dissertation constructs different approach of corporate governance against different dilemma of corporate governance. Because of the corporation organizationality, the realization of the corporation interest has to rely on the cooperation of the natural people. The organization relationship capital makes it possible despite the co-operational plight existing among natural people. Thus, this dissertation puts forward the ways to cultivate organization relationship capital. The co-existence of corporation subjectivity and organization lets organization opportunism inevitably exist. And natural people are also the source of corporate interest erosion. This dissertation holds that the law has credibility threat. In order to protect corporate interest, it is necessary to perfect the corporate legal system, mainly the the corporate supervision legal system.