Legal Thoughts On Participation Of The Proprietors Of Human Capital In Corporate Governance

Along with the development of the society and the improvement of the level of science and technology, human capital plays a more and more important role in corporations. Especially, human capital becomes one of the most valuable resources in some new type of knowledge-based corporations. Due to the increase of economic value of human and the power of human capital in corporation, we must make new adjustment on the structure of corporate governance in order to reflect the position and importance of the proprietors of human capital. Under new circumstance, a theoretic and realistic question that we must answer scientifically is how to recognize and ensure the proprietors of human capital share the residual claimancy and residual rights of control. Starting from the theory of human capital and combining the modem theory of corporation, this thesis makes fundamental research and discussion on the legal problems about participation of the proprietors of human capital in corporate governance by synthesizing theories of Law and Economics, by adopting historical, comparing, analytical methods. Moreover, for the sake of the legislation and practice experiences that can be used for reference, the thesis makes a thorough study on participation of the proprietors of human capital in corporate governance in west countries and puts forward suggestions of legislation. Except for the preface, this thesis is composed of four chapters.The first chapter, the review on the theory and practice of human capital. The chapter discusses the development, signification, characteristics and specification in market of human capital to seek for the inevitability of participation of the proprietors of human capital in corporate governance.The second chapter, the theory of corporate governance. Firstly, the concept of corporate governance is explained. And then, the theoretical basis and existing difficulties of traditional corporate governance structure are analyzed. By comparing the models between England-American and Germany-Japan, the advantages of experiences in corporate governance in Germany and Japan that can be referenced are pointed out. This can provide good reference for the legislation of corporate governance structure in our country.The third chapter, the theoretical basis of participation of the proprietors of human capital in corporate governance. Aimed at tracing the root of participation of the proprietors of human capital in corporate governance, this chapter depicts the theory of economic democracy, the contractual theory of the firm, and the theory of stakeholderThe fourth chapter, measures about participation of the proprietors of the human capital in corporate governance. To ensure the proprietors of human capital share the residual rights of control, co-governance is addressed followed by deep analysis of the stock option, which is one of the approaches on residual claimancy. As far as the shortcomings on legislation of the co-governance and the stock option are concerned, reasonable suggestions on legislation are put forward.