Study On The Legal Problems Of Institutional Investors' Participation In Corporation Governance Of Listed Company

The corporate governance has been a hot topic all over the world. Institutional Investor Activism arose gradually in the United States, making the involvement in the invested corporate governance's structure of those institutional investors, more actively, in the hope of getting additional value by improving the investment condition of the invested target.Drawing the lesson from those developed countries, especially the USA, where flourishes a great number of well-cultivated and dynamic institutional investors, we can say it with confidence that it is a feasible mode of corporate governance that it is expected to cultivate a cluster of activism investors to shape a circumstance sharing the domination and keeping a supervision balance among the general legal person, the activism investors and the governance group. However, those activism investors haven't play a positive role in the governance of the listed corporations, mainly because of the unreasonable share-holding structure and severe internal restriction, making it usually impossible to acquire the relative share-holding power smoothly in the capital field. In the meanwhile, the scale and strength of activism investor itself, as well as those defects in self-running, is so under developed that it is impossible for them to take part in the governance initially. Besides, the restriction of the capital belonged to part of those activism investors to enter the market block their possession of listed company's shares. Finally, the defects of law system also blockade the positive action of those activism investors.Drawing the lesson from the experience that the activism investors participate in the corporate governance in USA, we will notice that, to the development of activism, it is a vital premise to amend the laws and the rules, establish a law-circumstance to encourage the participation of activism investor in the corporate governance. The promote of government also plays a vital role, which is verified by the example that the relaxation of governmental restriction give rise to a transformation of the activism investors' attitude from pessimistic to optimistic. In the same reason, accompanied by the entering of listed companies into the post-stock-revision era, we should regulate the related law and regulations to promote the development of the institutional investors, in the hope of providing sound circumstance for activism investors to take part in the corporate governance under the guidance of law and regulations as well as the premise of home real situation.