The Research On Legal Problem Of Commercial Bank's Participation In Corporate Governance

Corporation management structure presents a global wide subject. The relations between thebank and enterprises become an everlasting hot topic for economy. As nowadays the entry ofChina's membership in WTO,it's of significance to probe with the legal position of bank underthe this corporation management structure both in theory and practice. From point of view,thetheme gives a deep analysis of the legal position of bank under the corporation managementstructure in six parts.The basic theory is given on corporation management structure in the foreword. As what isthe corporation management structure,different opinions have been put forwarded by Foreignand Chinese scholars from different angles. Some look it as the presentation of ownership setting,or sort of organizing structure from mutual restriction. Other thinks it of common managementmechanism under the shareholder and the beneficiary concerned. Author would stand on thelatter theory that shows clearer the connotation.The first part is given the necessary of bank's participation in corporation governance. In thestructure of corporation governance combined with the beneficiary concerned. The bank posesuniquely. This part contain two factors:One is the economic theoretical basis for bankparticipating corporation governance,Another is the legal theoretic basis for bank's participationin corporation governance structure.The second part reveals the theory and practice by bank's participation in corporationgovernance. Bank participation in corporation governance demonstrated differently in U.S,Germany and Japan. In the United States,bank occasionally get involved in corporationgovernance. Only when a financial crisis occurs in the debtor's corporation,the contract is nolonger completed. The leaner shall take over the corporation in legal process. Bank in Germanyis typical full function. Bank is able to run all financial business activities. Japanese bank takesthe leadership in system. There is a long term,stable and comprehensive dealing relation amongenterprises and banks,The bank that forms the relationship will be the principle bank. Tocompare with these three modes, in term of participation in corporation governance structure,American bank is basically negative attitude,while German and Japanese are more positive inaction。The thirty part gives the fact showed by bank participation in corporation governancestructure and the history,current situation and typical point of relationship between bank andenterprise in China. Chinese banks get involved in corporation governance structure undercontract systems. The systems mean "Three cheking system", "Supervisory board system","Credibility system","Sponsor bank system",There is no doubt that great progress has madein the last two decades for reform and opening up by Chinese participation in corporationgovernance structure. But the defect is visible.The fourth part tells the trend of perfect and development of Chinese bank participatingcorporation governance structure and the revision and improvement of the related law andregulation on bank participating corporation governance structure. At the moment, there are twostages we may follow—The first stage is that as the main creditor of the firm, the commercialbank may participate in corporate governance in the "creditor's right model". Afteraccomplishment of various kinds of reform measures, we can reach the second stage,that is"shareholders model". Specifically speaking, the commercial bank holds the firm's share directlyor indirectly to participate in corporate governance in name of the firm's shareholder. Finally,this thesis puts forward some legal suggestions for the commercial bank on how to strengthen thefunction in participating in corporate governance. The first is to constitute an identical andperfect "Law of Business Bank",The second is to revise "Corporation law" that regulates thetrusted vote system and voting agent system for bank. The third is to revise" TemporaryRegulation for Sponsor Bank Management" and so on.Basing on the standard paradigm of stakeholders,analyzing the interest relation betweencompany and stakeholders and behavior of stakeholders,the law system of stakeholdersparticipating in corporation governance were explored in meaning,necessity,feasibility,lawworth , law approach , and law countermeasure. The method includes standard theoryinvestigation and demonstration analyzing research,the standard theory investigation are themain method. Corporate governance is not only a theory question,but also a practice .The authorcombines the theory of corporation governance and practice,bounds the basic concept,discussessome point of view,carries through theory analysis and abstract deduce. The purpose wasobvious when discussing the mechanism of stakeholders,the author combines practice in orderto have maneuverability. Besides,historical thought,comparison and economic analysis alsobe used in this essay.