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Corporate governance is a common theme, but also is a topic of innovation. Corporate debt financing is not only a means of financial intermediation, but also has the effect of corporate governance, debt management and corporate governance performance, there is a close relationship. Corporate governance has become a global market economy hot topics of common concern, and creditors in corporate governance and its mechanism (treatment effect and mechanism of debt financing) is ignored, especially listed companies with high debt and low performance, the coexistence of high performance and low debt to debt financing of the corporate governance effects of weakening and deterioration of the anomaly, which studies have shown that the topic has been put on the agenda, the author mainly around the following issues discussed.(1) Only from the theoretical terms of debt financing companies to adopt internal governance in this way will have any effect? From the analysis of the current literature to draw comb, debt financing on corporate governance has a positive effect on performance.(2) Although theoretically the mode of financing that the company claims to have a positive treatment effect, but in our practice, its listed companies to play an active positive effect it? Through empirical and theoretical analysis, debt financing for listed companies in China, not only did not produce the expected positive effect, but the result is inconsistent with the theoretical analysis, that is, effects of debt financing, governance failure, and there is weakening and deterioration.(3)Why Governance Effect of Chinese Listed Companies with claims in theory, according to Western scholars, contrary to the analysis of the situation? The relationship between claims and debt is the nature of virtual which is the root cause.(4) How to protect their rights and interests of the creditors? How to play an active debt management effects? How to establish sound corporate governance mechanism? Limited space, this is not possible to make a detailed analysis of this paper to answer from the following three aspects:First, improve bankruptcy system, and second, play the role of banks. The third is to develop the bond market
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