Study On The Legal Problems Of Corporation Governance

The essence of the corporation governance is the company's internal interests checks-and-balances system, namely the interest groups' (such as shareholder, board of directors and manager etc.) checks-and-balances system. The basic goal of perfecting the corporation governance is: 1. to guarantee the company which operates in order to meet the shareholder's long-term interests; 2. to reduce the maximum of Agent's Cost; 3. to realize the maximization of shareholder's value and shareholder's wealth.The problem which the corporation governance wants to solve is: How does the shareholder (as the trustor) with the minimum cost make the manager (as the trustee) to work hard for his goal and interests? The purpose is to preserve company's assets and to maximize shareholder's wealth. One of the key questions of the corporation governance is to protect the shareholder (investors). The key content is to prevent internal-control problem (expropriation).This text collects the domestic and foreign legal system to protect minority. Looking at the point of corporation governance and using the method of comparison and analysis, we probe into legislation of legal protection to the company minority shareholder's rights of the company law. The purpose is to improve our legal system by learning the foreign experience.This text divides three chapters with nearly 60,000 words. In chapter one, we explain the situation of the corporation governance of the listed company in our country. It includes internal corporation governance and external corporation governance. We point out the reason of minority shareholder with weak tendency of position in the company and the value of legal protection to the company minority shareholder's rights.In chapter two, we introduce the present situation of legal protection to the company minority shareholder's rights in foreign country, Hong Kong, Taiwan and Macao.In chapter three, we analyses the present situation of legal system to protect minority in our country and find out the existing problem. We try from three respects to solve the defect of legal system to protect minority in our country. There are: 1. preventing the majority shareholder abused his power; 2. setting up the effective internal interest checks-and-balances system; 3. strengthening the supervision and educating investors. We expect that be able to be beneficial to the modification of the company law of our country.