The Incentive Of The State-owned Listed Company Manager Property Law

The traditional corporation Law suggests that the legal relationship of Managers and shareholder is based on principal-agent theory. As the equity of publicly held corporation increasingly decentralized and the rapid evelopment of a knowledge-based economy, this theory is unable to explain a variety of Puzzlement. The author suggests the shareholders can not ignore the value of human capital. Managers should be allowed to participate in the sharing Residual Claim, which means that corporation has to construct a set of incentive mechanism managers. The author suggests that two theories brought the breakthrough of corporation. Each is the modern enterprise theory; another is the human capital theory. It is necessary to inspect the traditional corporation law theory and to re-locate the relationship between shareholders and managers. If the discussion can be established in theory and explain the actual situation, especially for Chinese publicly held corporation. Then, corporation law can bring a legal base for incentive mechanism such as the stock option. As to stock option, the author studies the concept, the practice in the developed countries, our legal regulations and gives some legal advice. At the same time, the author also studies MBO to some extend. According to the requirements of the China Securities Regulatory Commission in January 2006, publicly held corporation can use equity incentives to not only the managers but also directors, supervisors and other senior management staff, the author suggests that managers is most typical in practice, the opinions expressed in this thesis are also applicable to other senior management.