| In the past thirty years, the institutional investors have developed dramatically and become one of the most important forces on the major capital markets worldwide, especially the US markets. Meanwhile, the institutional investors are playing an increasingly important role in the corporate governance in these countries. In the early 21st century, Chinese government proposed to extraordinarily develop the institutional investors with the purpose to stabilize the security market and promote the reform of corporate governance. However, Chinese institutional investors did not develop and act as the government expected. Nowadays, along with the relaxation of the investment policy and the explosive development of the security market, the institutional investors have grown up into an important role in the Chinese capital market. The institutional investors also become the hot topic of the academic research and the corporate governance and bring about lots of controversies. However, most of researches regarding institutional investors are from the perspective of economics and management, rarely from the legal perspective, therefore, the article will explore from the point of legal view. Some scholars deem that by virtue of the distinctive advantages, the institutional investors may advance the corporate performance and protect the medium and small investors via actively taking part in the corporate governance. Nevertheless, other scholars hold that due to the inherent defects and various limitations, Chinese institutional investors may not assume the role of active shareholders in the corporate governance. In view of the highly development of America's institutional investors, the tendency of China's corporate governance toward America's and the economic influence between America and China, the article starts with the research of American institutional investors involved in the corporate governance, further discusses Chinese institutional investors and draws the conclusion that the institutional investors taking part in the corporate governance is not absolutely good and on account of a series of negative obstacles Chinese institutional investors do not involve in the corporate governance as the active shareholders as the government and scholars expect. However, we shall not give up the institutional investors to participate in the corporate governance, because the international experience and the worldwide trend testify that the institutional investors will become one of fundamental forces in terms of corporate governance. Therefore, the article proposes the legal advice to improve the institutional investors taking part in the corporate governance.The article consists of four parts, including:Part I defines the institutional investor, concludes the legal characteristics of institutional investors, and takes American institutional investors as the example to introduce the categories of institutional investors. Then, briefly define the concept of the corporate governance and discuss modes of the corporate governance to prepare for the following discussion.Part II analyzes the participation of American institutional investors in the corporate governance. The part first introduces the history of American institutional investors from negative to active participation in the corporate governance and discusses the reason and the way to participate. Further, this part presents the academic controversies of American scholars and makes the summary in terms of the institutional investors involved in the corporate governance.Part III focuses on the Chinese institutional investors involved in the corporate governance. First of all, the article introduces the history of Chinese institutional investors and their practice, and then talks about the positive influence on corporate governance. Next, the article pays great attention to the negative obstacles of institutional investors participating in the corporate governance.Part IV proposes the legal advice for the institutional investors taking part in the corporate governance. |
