| Corporate system as a major form of modern corporate organizations,the most important character is ownership and managerial right are separated. With the division of labor in society is developing and the tend of specialization,make the managerial right become the guide of corporation's development, and because of this bring the problem of"insider"control in corporate governance structure. Under the background of that most countries in the world are use corporate system,"insider"who hold the corporation's control power always encroach principal part of other corporations'legal rights figure for their private interests,bring on"insider"control behavior become the major problem of corporate governance structure in current every countries of the world .Market economy is also monocracy economy,ask the law play a important role in market economy activities. Although every countries'laws and rules are make out prescribes to corporate governance structure,to adjust, consummate and deepen constantly from inside and outside environment base on practice,but still couldn't resolve"insider"control problem very well. The reason is that, the current laws and regulations about corporate governance structure mostly from traditional property right side,the basic is property right, but which only be ignored is that senior labor has became a lack resource of the market, so remnant production, organization and assignment must be transferred to labor capacity,that also accord with socialistic"distribution according to work"theory,and have a new meaning under the new period. Chinese economy is transferring now,there are many companies have insider control problem too,especially in state-owned enterprises and listed companies. Consequently,research the corporate governance structure more deeply, resolve"insider"control problem,which have very important theory meaning and realistic value for building modern corporate system,improve efficiency of corporations and make the capacity of competition stronger.
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