Law Studies Of Company Executive Partner System

With the development of productive forces, the company system in order to appropriate also unceasing evolution and development. Throughout the history of the development of the market economy, the company system has experienced the evolution of ownership--partnership--the company system. Proprietorship, partnership is the early classical enterprise system, enterprise is the evolution from proprietorship, partnership. Company system is a kind of organizational form of modern enterprise system, the core of the company system in corporate governance. However, at present China’s corporate governance faces many problems, such as:will the unreasonable structure of board of directors, board independence, function of scientific decision, the board of supervisors is restricted not to advance the supervisory role of the problem and so on. To seek a better corporate governance system has become one of the key research object of jurisprudence, in this case, executive partner system Alibaba group proposed--that is, Alibaba executives decided to partner list, these partners (also increase in the future) has the right to nominate more than half of the company’s board of directors, such as the general meeting of shareholders voting results not through, is continued by the partner the nomination of new directors, until by resolution. Development has a close relationship with the modern enterprise system of executive partner of birth, with the separation of ownership and management, principal-agent relationship arises, how the conflict of interest and the situation of information asymmetry, incentive and management corresponding to the agent, effective as any in M&a peak to avoid hostile takeover, the all gave birth to Alibaba executive partner system. Executive partner system for corporate governance provides a unique perspective, through the analysis and the partner system three system similar:gold stock system, stock system, the board of directors nomination system, and analyses the influence of executive partner system on corporate control. Control as a key governance issues the focus of scholars, has been the exclusive partnership, executives of nomination of directors should be considered as the formation of the actual controllers of the Alibaba. In addition, the author summarizes the executive partner of the breakthrough on corporate governance, including the containment of hostile takeover, enhance the independence of the board of directors, a certain extent in the capital and people and win, also aims at the defects of executive partner system presents its facing difficulties, such as:high agency costs, weakened, external governance effect is easy to cause legal dispute. Aiming at the shortage of places at the same time the author put forward corresponding specification executive partnership:to comply with the obligations of good faith, the specified range of partners, partners prohibited behavior and improve the information disclosure system partners, in order to provide a balance of principal-agent relationship for the corporate governance system.