| BOT form was booming as a new form of international investment and financing in the eighties of the 20th century. More and more countries in the world pay attention to this form because it can play many important roles in the infrastructure construction field such as lightening the government's firsthand financial burdens, abating the shortages of the infrastructure construction capital of governments (Especially developing country governments) and reducing government's debt risk, improving modes of making use of foreign capital, enhancing the efficiency of operating infrastructure construction projects, fetching in advanced management experience and technology, satisfying demands of the community for more infrastructure establishments in advance, etc. BOT form has been widely accepted and used by the countries all over the world. When the time flies into the 21th century, following performance of the regional economy strategies of developing of the western, revitalizing of the northeast and growing up of the middle zone, the requirements are expected eagerly that the infrastructure establishments should be built widely and in larger scale. In China, BOT form must have a good future. However, BOT form can't play a role in its reasonable way as result of the limitations of political and legal environment, which is harmful to function of BOT form in economy developing.This article first has made the concise introduction to BOT, including the BOT basic concept, the parties of legal relationship in BOT and the legal framework, introduced briefly the BOT operation procedure and the advantages and disadvantages of BOT. Then, various BOT legal problems met in China are studied intensively. These problems include the Government department owning too big power, lacking the effective supervising mechanism, being accustomed to not strictly according to agreement conduct and so on, as well as in the BOT risk sharing with the government guaranteed, high requirement of the stock-debt proportion in the capital system, the confusion of tax preference rules, narrowness of applying ranges of BOT and so on.The fourth and the fifth chapters are the most essential chapter of this article. Firstly, the author has carried on the brief introduction to the Economic Analysis of Law and elaborated the reasons of introduction of Economic Analysis of Law theory. The hindrances met by BOT in China are analyzed through the key use Economic Analysis of Law's theory. Author mainly applies the theory of bureaucrat of Public Choice represented by Buchanan and Tullock to analyze the questions existing in the government. The Public Choice regards the individual who plays the Participant or the decision-maker in the organization group selection's process as the basic research point and thought that the bureaucrat is also the rational self-benefit maximization individual. They often carry out the control authority aiming at individual's benefit instead of society's benefit. Therefore it is important to devote in establishing one limited and effective government, carry on the organizational reform, establish the judicial department true independent status, realize prompt effective supervisory control of the judicature on the administrative authority.Author also analyzes the other legal matters existing in BOT through benefit maximization theory of Chicago school of represented by Richard. A. Posner, which is regards as the instruction of legal choice. For instance in the BOT risk sharing and the government guarantees, Author has introduced a Posner's compensation principle in Contract Law being defined as the benefit maximization request, if loses only could be controlled by a contract litigant, then the other side of contract litigant does not need to undertake the legal liability deal about the loss which possibly occurs. This principle promotes the litigant being able control risk to take the suitable preventive measure, or, although the violation itself cannot be avoided, but the appropriate risk undertaker is more powerful to prevent or reduce the violation results. This provides emotion being able assigning risk effectively and saves the social cost. Based on these principles, it is quite easy to decide who should undertake the political risk and the business risk occurring in BOT risk exposure respectively.In view of unreasonably high proportion of stock-debt occurring in our country capital system, we saw that the borrowing capital is one kind of capital source with lower cost than the own capital in terms of Posner'economic analysis on the Corporation Law, which can be attributed to deduction of cost before the tax. If the own capital requirement were too high, the partial corporation income tax will be shifted to the consumers through raising the price. However, the area most earnestly seeking BOT is the fund deficient area. The enhancement of price will cause possibly the entire defeat of BOT project. Next, the individual shareholder always hopes to get other people's intervention in the violation. But the lender has higher ability to estimate the risk possibly. The bank has lower cost to appraise the risk than that of the shareholder. Although the creditor's benefit might be smaller than that of company shareholders, but it concentrates on very few persons which can not lead serious problems. The high stock-debt proportion also limits investor's scope and the investment ability because the BOT project investment is huge usually. We must take the duty for the big BOT project's being unable to find investor if the stock-debt proportion were not relaxed in view of BOT suitably. Certainly, too low stock-debt proportion will make the shareholder and the lenders lose its investing interest because of the too serious account service risk. Therefore, basing on our country national condition, suitable relaxation stock-debt proportion for BOT is advantageous to develop of our country BOT and agree with the international convention gradually.The present paper applies the Economic Analysis of Law's correlation theories to carry out the thorough cost-income economic analysis for the tax preference, the BOT narrow run scope and so on gradually. Finally, the author has carried on the legislative economic analysis and the BOT legislation style choice economic analysis. As the result of the author'work, the gains are to build specially BOT Law which is the legal income maximization road of law development and has constructed the main contents of BOT Law primary.
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