国有独资公司法人治理结构研究
发布时间：2018-08-06 16:34
【摘要】：在传统国有企业公司化改制过程中,很多大型、特大型国有企业选择了国有独资公司形式。国有独资公司成为我国目前国有企业的一种重要组织形式,在国有经济中发挥着举足轻重的作用。设立国有独资公司的实践特别是国有独资公司法人治理结构的构建对我们建立现代企业制度进程产生深刻影响,这些应成为现代企业法律制度尤其是公司法研究的课题。但事实上并非如此,理论研究多将焦点和兴趣放在股份有限公司或者有限责任公司,国有独资公司成了不被人们重视的研究对象。而且,目前对国有独资公司的理论研究热情,在经济学界比法学界更多一点。 本文正是在这样的背景下写作的,综合运用了历史分析的方法、比较的方法、法经济学的方法对国有独资公司做了初步的研究,并提出了一些完善其法人治理结构的建议,正文共分三章: 第一章,国有独资公司的立法背景。主要内容包括:通过回顾国有独资公司产生的历史,论述了国有独资公司是我国国有企业改革进程中的产物。论证了国有独资公司是特殊的一人公司,是国有企业公司制改革中借鉴一人公司制度的制度创新,国有独资公司与一人公司既有联系又有区别。国有独资公司设立的目的是在产权不发生大变动的前提下,通过改变原来的企业法人治理结构为公司法人治理结构,来实现国有独资企业的活力。 第二章,国有独资公司产权结构下的法人治理结构。主要内容包括:产权是法人治理结构的权利基础,法人治理结构是产权的组织体现,法人治理结构一定是与法人产权结构相适应的。国有独资公司独特的产权结构是单一性产权结构。这样的一元化产权结构导致国有独资公司法人治理结构形成不了股权多元化下的分权制衡的现代公司法人治理结构。国有独资公司的股东一人性决定其不必设股东会,股东权利由国家股东代理人与董事会分享。董事会作为公司的决策机构,国家对国有独资公司的控制主要通过董事会进行,我国国有独资公司实行董事长负责制。国有独资公司的监督机构是以国有资产管理机构派出监事会的外部监督为主,辅以党委会、职工代表大会、工会监督的多元化监督体制。
[Abstract]:In the process of corporatization of traditional state-owned enterprises, many large-scale and super-large state-owned enterprises choose the form of wholly-owned state-owned companies. The state-owned company has become an important organization form of the state-owned enterprise in our country at present, and it plays an important role in the state-owned economy. The practice of establishing a wholly state-owned company, especially the construction of the corporate governance structure of a wholly state-owned company, has a profound impact on the process of establishing a modern enterprise system, which should be the subject of the study of the modern enterprise legal system, especially the company law. However, in fact, the theoretical research focuses on the joint stock limited company or limited liability company, and the state-owned sole proprietorship company becomes the research object that people don't pay attention to. Moreover, the theoretical research enthusiasm of state-owned companies is a little more in the field of economics than in the field of law. This paper is written under this background, comprehensively using the historical analysis method, the comparative method, the law and economics method has made the preliminary research to the state-owned sole proprietorship company, and has put forward some suggestions to perfect its corporate governance structure. The text is divided into three chapters: the first chapter, the legislative background of wholly-owned state-owned companies. The main contents are as follows: by reviewing the history of the emergence of the wholly state-owned company, the author discusses that the solely state-owned company is the product of the reform process of the state-owned enterprise in our country. It is demonstrated that the state-owned sole proprietorship company is a special one-man company and the institutional innovation of the one-man company system is used for reference in the reform of the state-owned enterprise corporate system. The state-owned sole proprietorship company and the one-man company have both connections and differences. The purpose of the establishment of a wholly state-owned company is to realize the vitality of a wholly state-owned enterprise by changing the original corporate governance structure to the corporate governance structure under the premise of no great change in property rights. The second chapter, the corporate governance structure under the property right structure of the wholly-owned state-owned company. The main contents include: the property right is the right foundation of the legal person governance structure, the legal person governance structure is the organization embodiment of the property right, and the legal person governance structure must be adapted to the legal person property right structure. The unique property right structure of state-owned company is single property right structure. Such a unified property right structure leads to the corporate governance structure of the wholly state-owned company which can not form the modern corporate governance structure with the separation of powers and checks and balances under the ownership diversification. The shareholder-human nature of a state-owned company determines that there is no need to set up a shareholders' meeting, and the shareholders' rights are shared by the state shareholders' agent and the board of directors. The board of directors as the decision-making organization of the company, the state controls the solely state-owned company mainly through the board of directors, and the chairman of the board of directors of the solely state-owned company in our country. The supervision organization of the wholly state-owned company is based on the external supervision of the board of supervisors dispatched by the state-owned assets management organization, supplemented by the pluralistic supervisory system of the Party committee, the workers' Congress and the trade union supervision.
【学位授予单位】：东北财经大学
【学位级别】：硕士
【学位授予年份】：2005
【分类号】：D922.291.91
，
本文编号：2168314
[Abstract]:In the process of corporatization of traditional state-owned enterprises, many large-scale and super-large state-owned enterprises choose the form of wholly-owned state-owned companies. The state-owned company has become an important organization form of the state-owned enterprise in our country at present, and it plays an important role in the state-owned economy. The practice of establishing a wholly state-owned company, especially the construction of the corporate governance structure of a wholly state-owned company, has a profound impact on the process of establishing a modern enterprise system, which should be the subject of the study of the modern enterprise legal system, especially the company law. However, in fact, the theoretical research focuses on the joint stock limited company or limited liability company, and the state-owned sole proprietorship company becomes the research object that people don't pay attention to. Moreover, the theoretical research enthusiasm of state-owned companies is a little more in the field of economics than in the field of law. This paper is written under this background, comprehensively using the historical analysis method, the comparative method, the law and economics method has made the preliminary research to the state-owned sole proprietorship company, and has put forward some suggestions to perfect its corporate governance structure. The text is divided into three chapters: the first chapter, the legislative background of wholly-owned state-owned companies. The main contents are as follows: by reviewing the history of the emergence of the wholly state-owned company, the author discusses that the solely state-owned company is the product of the reform process of the state-owned enterprise in our country. It is demonstrated that the state-owned sole proprietorship company is a special one-man company and the institutional innovation of the one-man company system is used for reference in the reform of the state-owned enterprise corporate system. The state-owned sole proprietorship company and the one-man company have both connections and differences. The purpose of the establishment of a wholly state-owned company is to realize the vitality of a wholly state-owned enterprise by changing the original corporate governance structure to the corporate governance structure under the premise of no great change in property rights. The second chapter, the corporate governance structure under the property right structure of the wholly-owned state-owned company. The main contents include: the property right is the right foundation of the legal person governance structure, the legal person governance structure is the organization embodiment of the property right, and the legal person governance structure must be adapted to the legal person property right structure. The unique property right structure of state-owned company is single property right structure. Such a unified property right structure leads to the corporate governance structure of the wholly state-owned company which can not form the modern corporate governance structure with the separation of powers and checks and balances under the ownership diversification. The shareholder-human nature of a state-owned company determines that there is no need to set up a shareholders' meeting, and the shareholders' rights are shared by the state shareholders' agent and the board of directors. The board of directors as the decision-making organization of the company, the state controls the solely state-owned company mainly through the board of directors, and the chairman of the board of directors of the solely state-owned company in our country. The supervision organization of the wholly state-owned company is based on the external supervision of the board of supervisors dispatched by the state-owned assets management organization, supplemented by the pluralistic supervisory system of the Party committee, the workers' Congress and the trade union supervision.
【学位授予单位】：东北财经大学
【学位级别】：硕士
【学位授予年份】：2005
【分类号】：D922.291.91
，
本文编号：2168314
本文链接：https://www.wllwen.com/falvlunwen/gongsifalunwen/2168314.html
