Study On Several Problem Of The Legislation On Corporate Fund

Although the development of the fund of our country only has about ten years, the course of it is zigzag. It has experienced sprouting, development, regulation and consolidated legislation. Accordingly, the corporate fund has experienced appearance, development, banning and re-appearance. The corporate fund we are establishing is not the simple repetition of the old corporate fund, but a rational form of fund based on the legislation of other countries on corporate fund. Now, we are drafting the investment fund (include corporate fund) law, so the study of problems of legislation on corporate fund is significant. The thesis tries to make some study on that aspect. The thesis is divided into four chapters with about 3600 words. Chapter one discusses the legal concept of corporate fund. Firstly, by analyzing different kinds of explanations, the author of this thesis point out that corporate fund is not identical to fund company. The former is a project, while the latter is an investment company. Then, the author expatiates the characteristic of the corporate fund, which lays the consolidated base for differentiating contract fund from corporate fund and differentiating general joint-stock company from corporate of fund. Chapter two analyzes the problem of requisite for legislation on corporate fund. After discussing the development and legislation of corporate fund in America, England, France, Hongkong and Japan, the author draws a conclusion that establishing and regulating corporate fund is a tendency in the world. After that, combined with our nation's conditions nowadays, especially with the deficiency of the contract fund, the author points out the necessity to cultivate the corporate fund. At the same time, the author points out that there still exist some legal obstacles in Corporate Laws, Security Laws and Tax Laws on exercising corporate fund in our country. Chapter three is the most important part of the whole thesis, which analyzes the ruling structure of the corporate fund. Owe to its scientific operation system, with which the contract fund unable to compare, the corporate fund has got to be the major power among the fund army. As far as the ruling structure is concerned, it includes the legal system of shareholders, the corporate of fund (including the meeting of shareholders and directors), fund manager, fund custodian and so on. The shareholders of the corporate of fund enjoy the rights and take on the obligations for shareholder. The shareholders comprise the meeting of shareholder. However, different from general corporate, the power that belonging to the shareholder meeting of corporate is limited, far away from the authority organization. In the system of the corporate fund, the director meeting of the corporate of fund takes charge of making policy instead of the shareholder meeting. Meanwhile, in order to prevent fund managers who are usually entitled to appoint the personnel of the director meeting from overusing the powers, there must exist somewhat scale individual directors, to authorize them special obligation to ensure the interests of the company and the shareholders. As to the relationship between the corporate of fund and the managers, custodians, the author points out that they comprise fiducial relationship. The latter are obliged to be loyal and watchful, or else they will take on the legal responsibilities. The last chapter discusses the model and configuration of the legislation on corporate fund. The author points out that we should construct the system of the corporate fund clearly in the Investment Fund Law in uniform model, not according to the investment objection of fund. At the aspect of legislative configuration, we should build the legal system of corporate fund on the basis of the concept of entrust law.