On The Corporate Governance--From The Viewpoint Of Law And Economics

Corporate Governance is the mechanism for solving all kinds of agency problems which derive from the separation of ownership and managing rights. The laws concerning corporate governance is an importance part of corporate law. Most traditional research on this issue focuses on the value or on the rules themselves. With the growth of economics, Corporate Governance has also become an economic issue. Theories of the New Institutional Economics including the contract theory, principal梐gent theory, transaction cost theory, etc. have provided a new method on the research of corporate governance. In this paper I try to analyze laws of corporate governance which include the laws governing the organizations within a corporate and the laws governing the factors outside a corporate which influence the corporate governance based on the theories of the New Institutional Economics and by comparing the laws of American, Japan and German. The first part of this paper compares different definitions of Corporate Governance. Then this paper discusses the rules which constitute a mechanism of balance of power among the shareholders, managing board, supervisory board , management and employees within a company. The third part deals with the laws of outside factors which have an effect on corporate governance. First I analyze the factors that have an effect on Corporate Governance, then compares the laws concerned with the factors in three countries and thus explains the reason of the different modes of corporate governance .The last part of this paper gives some suggestions concerning the building of corporate governance in China.