Abstract

Corporate governance, generally, is the system by which companies are directed and controlled, combined formal institutions and informal institutions. It involves and deals with a set of relationships between a company's management, its board, its shareholders and other stakeholders, ie company's constituencies, to ensure the company's decisions will be sound and effective. The theory of corporate governance develops with the emergence of Stock Corporations. With the separation of corporate ownership and control, the central aim is to solve the structure of principals and agents. The core of corporate governance is to decide the distribution plan of residual claim and residual control between company's constituencies, which involves not only the relation between internal shareholders and non-equity stakeholders, but also the interplay between external political environment and internal corporate governance controls. The internal economic democracy and the external political environment are positive correlations. As corporate governance is not a black box insulated from politics, the appearance of corporate governance should not be interpreted and comprehended confined in a tradition and a visual angle of so-called private law, nevertheless the perspective of government regulation policy is an inevitable approach. For a long time, the private law viewpoints on corporate law confine the restriction on the great power of corporation. Now that corporation is an amoral problem, compared with the Anglo-American company law, the traditional Eropean company law lacks not only the efficiency of protecting shareholder but also the corporate public accountability. The future national strategy of China needs the inherent evolution of China's corporation law influenced by government regulation policy, constructing the economic democracy and legitimacy within the corporation, to achieve the positive interaction with external political environment.

During the modern history of China, China's corporations and corporation law is propelled by the government. Up to now, state-owned enterprises are playing an important role in national economy. In China, the text of corporation law is enforced by a series of supporting effective economic law and policy, eg. NDRC, SASAC, MI IT, MOFCOM, CSRC, PBC, CBRC, etc, including all aspects of the establishment, management, governance, mergers and acquisitions, issuing stocks and bonds, bankruptcy, etc. The text of corporation law includes not only the articles of Company Law of China（2005）, but also the articles related to corporation in General Principles of Civil Law, Trust Law, Securities Law and Bankruptcy Law and other legislative documents. This dissertation discussed a possible evolution path of Modern Company Law, from a perspective of government regulation policy influence on corporate governance.