公司治理失灵与对策法律研究——以董事会职能为视角民商法学专业论文.docxVIP

PAGE PAGE IV Abstract Berle and Means’ studies in 1932 showed that large shares of U.S. companies’ ownership structure highly fragmented，corporate ownership and management led to the separation，Ultimately form the phenomenon of the operator control，but operators goals and objectives of the company owners are inconsistent, Therefore, agency problems created, To solve the agency problem, Shall be the purpose of corporate governance. From the end of 1997 Asian financial crisis occurred, one after another outbreak of the 2001 United States such as Enron and WorldCom scandal , setting off a wave of corporate governance discussions, to begin in 2007 from the U.S. financial crisis led to corporate governance issues into the current economic management scholars, jurists and other subjects are the major issues of common concern. Meanwhile, the financial crisis sweeping almost every corner of the world and China did not escape, so when we are improving our corporate governance system reform ,at the same time, we should learn from foreign advanced theory . Corporate governance is a complex learning ， it from the jurisprudence, economics, management, and even political science and sociology to explore the multi-angle operation of the company organization, through the interaction between the stakes and to assess their performance, through market mechanisms and legal norms and other institutional factors, so as to enhance the operating performance of companies and shareholder value. This thesis start with the discussion about the concept of corporate governance theories, focused on the board of directors in corporate governance as the core. From the perspective of improving the functions of the Board to resolve the failure of corporate governance，At the same time，to improve our corporate governance system to make some suggestions，This article consists of four chapters，about 60 000 words, the following detail for each part: Chapter one, mainly discusses the fundamen