Legal Regulation On Executive Compensation In Listed Corporations

This dissertation focuses on the executive compensation, which is essential in corporate governance. Separation of ownership and control in corporation resulted in executive compensation system. However, executive compensation itself becomes a conundrum in corporate governance in practice and attracts closely attention from legal area in western countries, especially in United State.Executive compensation, inducing only few study in legal regulation, still in the beginning stage in China. This paper takes development and regulation about relative fields in United States as its object of research. Combining introduction and analysis in publicly held corporations in America with conditions in China, we may put forward some legislative suggestions.In the first part, this paper reviews the historical development of executive compensation in western countries and China, and prospects the future features of this system. Based on existing disadvantages, it concludes the functions made by legal regulations. Partâ…¡introduces the American legal regulations on directly areas and legal remedy, including determination procedure, taxation arrangement, fiduciary duty, information disclosure and shareholder derivative suit, etc. In the third part, compared with differences between United States and China, we suggest a third way integrating strictly administration with unrestrained freedom, which is more suitable for our country. Under the circumstance of respecting corporate autonomy, we may improve executive compensation with the help of outside force. It can reach the aim of pursuing maximize profit and make our system meet the requirement from economic globalization.