The Legal Protection Of Stakeholders In The Perspective Of Corporate Governance

With the issue of reform era of knowledge economy and economic system, both at homeand abroad，theorists or practitioners of corporate governance are keen to explore the issue.From the beginning of the90s of the last century, the Western countries have been focusingon the issue of the company’s stakeholders, and stakeholder participation in corporategovernance model has become the mainstream of modern corporate governance, and on thebasis of extensive stakeholder theory research results, established a relatively perfectprotection legislative system of stakeholder interests, in order to achieve the purpose ofcorporate governance. In comparison, the traditional (political) system and the lag of legalphilosophy impede the development of common governance mode of corporate governance inour country. In spite of some achievements made in the research on the theory of stakeholders,the late initiation puts the protection of stakeholders, participation in governance into a mess.It is reflected in the practice and law that main stakeholders, small shareholders, creditors andstaff do not get a clear status in the traditional mode of corporate governance, nor receivesufficient legal protection. In consequence, it is difficult for them to take part in corporategovernance or participate with the deficiency of the legal protection mechanism and theirlegitimate interests cannot obtain real protection. The key to develop and improve the theoryof stakeholders lies in a correct understanding of the roles of staff, creditors and smallshareholders in common corporate governance, an emphasis on their participation and thelegal system for their protection. Based on the knowledge of economics and law, this thesisfocuses on the importance of protecting stakeholders in corporate governance, and does aresearch on the deficiency and insufficiency of the protection of stakeholders in currentlegislation and offers suggestion on the improvement of the legal protection of stakeholder inour country according to comparatively completed legal system in western countries.Besides preface and epilogue, this article mainly divides into four parts: The first part is the intension of corporate governance and stakeholder. Mainly inspectsthe problem of corporate governance and the development of the stakeholder theory.Combining with economics and law, this part summarizes the basic content of corporategovernance and the development of stakeholder theory in this paper, then investigates theimportance of the stakeholders for the development of the corporate governance on this basis.The second part is the theoretical basis and practical significance of protectingstakeholders in corporate governance. The development of corporate governance depends onthe participation of stakeholders. This part demonstrates the important theoretical basis toprotect stakeholders in corporate governance from organization system theory, corporatesocial responsibility theory, enterprise contract theory. This part of theory, combining withpractice, illustrates the important practical significance of stakeholders in corporategovernance from the social impact of stakeholders to the company and to protect thestakeholders themselves.The third part is about the protection of stakeholders corporate governance in China.From specific aspects summarizes the present status of legislation to protect stakeholders. thatis, from the principle of stakeholders, to the provisions of the shareholders, the provisions ofthe regulations and the obligation to the worker the four aspects. Because the problem ofcorporate governance in our country for the protection of stakeholders including the lack ofprotection for small and medium-sized shareholders participating in corporate governance andinternal governance of worker rights ignored, imperfect company creditor protection the threeaspects.The fourth part is to improve our corporate governance to protect the interests ofstakeholders. Analyzing the shortages of protecting stakeholders under the governanceframework, together with the relatively perfect system from Germany, USA, Japan and OECD,puts forward a suggestion of comprehensive protection system for stakeholders. Perfectshareholder derivative litigation, formulate stakeholder derivative litigation and ESOP stockoption system, improve the system of employee directors and supervisors of employees, and regard the bank as the Board of Directors and the Supervisory Board, add the creditors’meeting system and the system of debt managers.