| This thesis is mainly addressed to explore the reasons that have made legal capital system change from an ideally demanded system model to an outmoded one from a dynamic angle of view of system development. Focusing on the formation and operation of capital, this thesis develops a series of comments on the ideas and systematic backgrounds that firmly supported legal capital system and now have become unjustified. Besides the tag, the paper is composed of five chapters. Chapter One is the introduction. Chapter Two is the original legislative theories of legal capital system. Chapter Three is the limitations of the legislative theories of legal capital system. Chapter Four is the exploration of the changes about the concepts and rules of legal capital system. Chapter Five is the analysis of the capital system developments of the British and the U.S. and the illuminations of our capital system reform.Chapter One aims to explain the purport of this research, the remarks that the previous experts have made towards legal capital system and the main methods of argumentation. Firstly, this chapter will answer the question of what kind of use for reference does this research bring to our present legal capital system reform? This is a question that is to be put forth most frequently when people make a first glance at the title of this paper, because they think that a kind of research that is absolutely done towards the systems of other countries will be of little meaning to the domestic system reform. However, our answer is that if we can find how those ideas and institutional factors that had effectively sustained legal capital system have gradually lost their justification under the changed circumstances, we are able to abstract some common factors that will promote or hinder a legal capital transformation. This is what we try to achieve in our research. So the purpose of this paper is to prove that these factors that have promoted or blocked the developments of legal capital system in Britain and the U.S. should go into the field of vision of our reformers when they commit themselves to the same undertaking. This thesis unites the combinations of normative and empirical analysis, historical and comparative analysis and the macro-analysis and microanalysis.Chapter Two aims to elucidate the original inducement and theories that impelled the establishment of legal capital system. Firstly, the exterior problem is one that legal capital system tries to tackle in the result of the system of limited liability. Those people who support this argument believe that creditors can finally not but have the risk on their shoulders without any previous involvement in the decision of corporation that has directly led to the bankruptcy. Then the deduction is that if creditors lack relevant protection system under limited liability, the whole of them will choose to quit the capital market of limited company. So legal capital system was designed to be an effective way to solve this problem. Secondly, legal capital system was devised to balance the interests of corporation's participants, because around the capital operation, the interests of creditors and shareholders are moving in reverse directions. Thirdly, limited liability is thought to be a system that implies that the obverse side of coin means shareholder will win, and the reverse side means creditors will lose, so the limited liability is deemed to hurt the interests of creditors. Hence, legal capital system was planned to be a price that shareholders have to pay for the advantages of limited liability. Lastly, the theory of trust fund believes that since the shareholders' contribution is the only credit of a corporation, this kind of contribution should be sustained in a corporation, and should not be returned to shareholders unless creditors have been completely repaid. Chapter Three tries to demonstrate the limitations of the original theories of legal capital system. First of all, the description of limited liability that the obverse side of coin means share... |
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