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Research On The Exercise Model Of The Shareholders’ Rights Of SOEs

Posted on:2015-03-26Degree:DoctorType:Dissertation
Country:ChinaCandidate:R WangFull Text:PDF
GTID:1266330428996276Subject:Economic Law
Abstract/Summary:PDF Full Text Request
This paper takes the exercise model of the shareholders’ rights of SOEsof "the enterprise state-owned assets law" as the research object, which is divided intotwo levels and four chapters.The basic theory level: the legal interpretation and theplight of the exercise of the shareholders’ rights of SOEs.The practice level: thepath and the institutional adjustment of the exercise of the shareholders’ rights ofSOEs.The concept of state ownership is the dogmatic transformation of the Marxprinciple, which is difficult to blend with the market economy.The state ownershipdoes’t have private character of the autonomy and contract freedom,because thepeople don’t have right to choose the operators, more don’t enjoy the equity ofthe corporate governance mechanism, only entrust the state and subject to thedomination of public power. Therefore, the state ownership is a public power whichtakes political program as operating mechanism.Conversion of the state ownership of China has experienced three stages.Thefirst stage is that SOEs are the object of the state ownership, the state can dispose ofany property of SOEs in the full state ownership stage directly.The second stage iscoexistence of the state ownership and the shareholders’ rights of SOEs. Not only toadmit that the state is an investor, but also to admit that any SOE enjoys the propertyright of a legal person. The third stage is that the state ownership is transformed intothe shareholders’ rights of SOEs, the state doesn’t enjoy the ownership of a SOE, aSOE enjoys the corporate ownership alone.In practice,the transformation has basicallycompleted,just “the enterprise state-owned assets law” still remains in the secondstage,with clear legal lag.In order to mimic private companies fully, currently, there are two main kinds ofmode.The first is two levels system: SOEs are managed by the agencies of performinginvestors’ duties directly. The second is three levels system: the state-owned assetmanagement companies are set up between the agencies of performing investor’s duties and SOEs. It is difficult to separate government functions from enterprisemanagement in two levels system. There are many problems in three levelssystem: first, the middle layer is difficult to be independent truely; second, theauthorization is not clear. Whether two or three levels system, the administrativepower is offside.The administrative monopoly has seriously hindered the development of themarket economy order of liberty. The environment of fair competition can not beformed, so that the true scale management is difficult to form, with lack of fairsocial idea. The boundary of the government and the market is not clear, thegovernment investment exist in all areas, various industries, the function is misplaced.To analyze from the angle of function, the investor’s duties in the governmentlevel can be divided into investment budget decision making, implementation,supervision and evaluation.The state-owned capital management company is anagency of performing investor’s duties,as the isolation layer of government andmarket,which converts government administrative behavior into commercial behaviorin market.The concept of the governance of SOEs can be summarized into two aspects:first, separate government functions from the management of SOEs, and separate theparty from SOEs; second, information disclosure.The gold stock does not participate in the operation, it can realize thecontrol power of state-owned economy with a small amount of shares to achieveshares diversification and market operation. The holdings in SOEs are converted intopreferred shares with a fixed dividend and restricted voting, which can not only solvethe government intervention, but also receive dividends. Preferred stock is a kind ofimportant capital market instrument, which should be introduced as soon aspossible and applied to the exercise of the shareholders’ rights of SOEs.The author designs the state-owned shares trust, which mains that theclient (department of finance) put the shares of a SOE (including the right tovote) into several portions, according to the shares trust contract, the legal ownershipof shares is transferred to the trustee(trust companies).In accordance with the client’s objective, the trustee manage shares in its own name.The social security fundenjoys the right to benefit. State-owned assets supervision and administrationcommission serves as supervisor. In this way, we separate government functionsfrom the management of SOEs, and realize the optimization of corporate governance.At the same time, the absent subject of ownership and the state-owned monopoliescan be solved.
Keywords/Search Tags:the State Ownership, the Shareholders’ Rights of SOEs, State-owned Assets Supervision and Administration Commission
PDF Full Text Request
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