| The paper consists of three parts, the introduction, main body and conclusion.The main body is divided into three chapters, each respectively on the outline of venture investment fund, venture investment fund in limited partnership and its legal design about the stimulate and restriction system, which is centered on the relationship between the limited partner and general partner.The introduction part introduces the original intention of writing this thesis, its significance, information resources and the methodology it has adopted.Chapter One: outline of venture investment fund.As the base point of this paper, built on a clear explanation about the essence and characteristics of venture investment fund, this part probes into its organization form and inner governance structure.Chapter one can be further divided into two sections. Section one mainly introduces the concept of Jjjvestment fund as well as its types by analyzing the concepts of fund, investment and investment fund along with its types and comparing investment fund with other conceptions concerned. This section lays a foundation for the analysis about venture investment fund. Section two has the focus on venture investment fund and its organization form. On the basis of a thorough analysis about venture investment, venture investment fund and their legal characteristics, it aims to analyze those elements which have affected the organization form selecting of venture investment fund, so as to give a further analysis about the lawful relationship among the interested parties of contract-style and corporation-style venture investment fund.Chapter Two: venture investment fund in limited partnership.Limited partnership is the main organization form of venture investment fund in the USA. This chapter includes two sections. Section one gives a general introduction about limited partnership. It firstly discusses its emergence and development in all countries, and then expounds its legal characteristics by comparing limited partnership with general partnership, dormant partnership, public partnership, K.G., (Am) Ltd. and limited liability partnership. Section two mainly talks about venture investment fund in limited partnership. First, it proves, that limited partnership serves as a fine organization form of venture investment fund, it is out of its unique operating system, which refers to the coexistence of two kinds of responsibilities, the flexible design of limited partnership agreement and the feasibility to afford facile exit for venture investment. Secondly, it discusses the institutional worth of applying limited partnership to venture investment fund, in terms of its low operating cost, effective control over moral hazard and the flexible design about its stimulate system. Thirdly, it makes a legal analysis about the parties' relationship, regarding that it has incarnated the accordance of various intrust forms.Chapter Three: legal design about the stimulate and restriction system of venture investment fund in limited partnership.This part is centered around the relationship between the fund manager (ordinary partner) and fund holder (limited partner). It is made up of three sections. Section one puts forward the designing conception about inner governance structure of venture investmentfund in limited partnership. Section two and three respectively focus on the institutional design of its stimulate and restriction system.In the conclusion, it is pointed out that at present in China there have existed legal and intellectual barriers as well as deficiency in legislation of stimulate system, on the way of limited partnership being adopted by venture investment fund. As for the legal barrier, considering a large law making and amending cost, the emphasis should be put on the feasibility of replacing limited partnership with dormant partnership under the framework of current laws and within the limits of contract laws. In terms of the intellectual barrier, our present educational system is not good enough for the cultivat... |
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