Rational Analysis Of The Stakeholder Theory Of Corporate Governance And Institutional Research

Since Berle and Means pointed out the separation of ownership and management in modern corporations, in The Modern Corporation and Private Property, corporate governance is deemed to be an important issue in the modern corporate system, attracting a great deal of attention from academia and practice. During the development of corporate governance system, concept is a substantial factor. Concept of corporate governance focuses on a question: Whether the corporate governance system should base on "shareholders" or "stakeholders"? Since the mid-late of twentieth century, with the development of productive force, information technology has impelled a great change in productive style and relationship. The reliance of economy on material capital is deeply weakened, while the human resources becoming a valuable capital. With the interaction of corporations and society is more and more intense, the study of corporate governance has paid more and more attention on stakeholders' interests and function.Since 1980s, 29 states of U.S.A. have revised their corporate acts, adding stakeholders statutes, the inclining of concept to stakeholders is increasingly prominent. The participation mode in Germany and Japanese is highly praised. However, some scholars still insist on shareholders-base mode. Disputes between the supporters of shareholders-base and stakeholders-base are extremely intense. Under this background, a lot of studies have been carried out in China. Most of these studies are in economics, while studies in science of corporate law are relatively weak.Corporate governance is not only a design of scheme, but also a result of the tradition, culture and economic conditions of a country. In this essay, the author first expounds the inheritance of concept of stakeholders-base to shareholders-base, then objectively discusses recent opinions on the stakeholders theory. Further, the author attempts to define "stakeholders" in the perspective of law, and then introduces the outline of the other countries' schemes on stakeholders, considering the possibility of transplant of law. Finally, according to China's conditions, put forward some revisingproposals on Corporate Law of P.R.C. The whole essay consists of five chapters:Chapter One summarizes the emerging process and essential connotation of corporate governance, and then narrates the development of concept on corporate governance. Shareholders-base and stakeholders theory have their own background, but between them, these is an obvious historical inheritance. Even in intellectual economy times, shareholders still are the most important entity in the corporation. It is impossible for the stakeholders theory to exist, separating from shareholders-base theory.Chapter Two generalizes supporting and opposing opinions on stakeholders theory, affirming that stakeholders theory has positive value. Furthermore, paying more attention to the opposing opinions, points out the study should hold scientific and strict attitude, and should not enlarge the scope and extent of stakeholders' participating in corporate governance, otherwise, the efficiency of corporation will be seriously harmed.Chapter Three points out the confusion of economic definition and legal definition is caused by neglect of the background of U.S.A., which is the birthplace of stakeholders theory. This confusion makes the whole theory lacking of juristic foundation. Especially in such Continental law traditional countries like China, there will be more difficulty in establishing theory and system. The author attempts to devise a method, named risk-remedy theory, to analyze the stakeholders in economics and define the juristic connotation and range of stakeholders.Chapter Four studies the main countries' schemes on stakeholders, in the range of juristic stakeholders. The author summarizes the character of the corporate governance on stakeholders in U.S.A., Germany and Japanese, and then points out the world's inclination of corporate governance. Further exhibits the special schemes on stakeholders in other countries, including stakeholders statutes, employee's participating schemes (capital participating and management participating) and bank's participating schemes.Chapter Five expounds the basic principles on corporate governance legislation in China, and according to these principles, put forward some revising proposals on...