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Legal Study of Recent Development of U.S.Corporate Governance Mechanism

Author: ZhuYuan
Tutor: GuGongYun
School: East China University of Politics and Law
Course: International Law
Keywords: Corporate Governance Mechanism U.S. Board of Director Development
CLC: DD912.29
Type: PhD thesis
Year: 2006
Downloads: 1834
Quote: 9
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Globalization fostered the development of corporate governance. The era of study of comparative corporate governance has arrived. U.S., being the most-advanced country in the world, has developed relatively sophisticated experience in the field of corporate governance. Although U.S. corporate governance practice is rooted upon a fairly different background from China, the experience they developed over the past decades is worth of our attention. For this reason, the author attempts to conduct a specific research on the recent development of U.S. corporate governance mechanism. Of course, U.S. corporate governance mechanism is a very broad issue, time only allows the author to explore part of the whole picture.In this essay, special efforts is laid on the development of U.S. Corporate governance in the past twenty or thirty years. The concept of corporate governance could be interpreted both in broad and narrow manner. Corporate governance mentioned in this essay, unless otherwise specified, is about corporate governance in its narrow meaning, i.e., laws and regulations which govern the relationship among various constituencies of the corporation. Moreover,“Corporate governance”discussed in the essay is aimed at corporate governance of public traded corporations. Since Delaware makes corporate law governing most corporations in U.S., the essay will take Delaware corporate law as the representative of corporate law at state level.The theme of the essay is how U.S. corporate governance mechanism evolves surrounding striking the intricate balance between maximizing the efficiencies to create wealth and ensuring the controlling person are accountable to those with a stake in the enterprise. In other words, how the classic tension between“efficiency”and“authority”or“accountability”and“authority”mechanism underlies and propels corporate governance issues in U.S. Another theme of the essay is the rules and regulations on the board of directors and management.The essay is of eight parts.Part one is the introductory part, introducing briefly the theme and content of the whole essay. In chapter one, the author tries to draw a general picture of the recent development of US corporate governance mechanism. Chapter two is focused on the nexus of contract theory of the corporation, attempting to explore how the U.S. scholars relate the theory to corporate governance. Chapter three is mainly about business judgment rule, starting from U.S. judiciary standards of review, followed by discussing the soul and usage of the rule, and finished by exploring the recent development of fiduciary duty, which closely relates to the rule. Chapter four is about U.S. anti-takeover laws and judiciary practice, the development of which is regarded as one of the most eminent in U.S. corporate law in the past decades. Chapter five explores how U.S. corporate law develops in the field of the protection of corporate constituencies, focusing on the widely spread constituency statute as well as the board of director’s fiduciary duty to creditor when a corporation falls into the insolvency status. Chapter six is about Sarbanes-Oxley Act, with the emphasis laid on how the act strengthen the responsibility of the board of director as well as the management. The concluding chapter attempts to explore the feasibility of China’s transplanting U.S.’s corporate governance experience.

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