內容大鋼
本書是一部以公司治理與合規制度的互動關係為核心線索、系統探討中國公司治理合規規則改革路徑的法學專著。
作者介紹
畢夢琪|責編:王思夢
畢夢琪，英國杜倫大學法學博士，現為北京外國語大學法學院講師，碩士生導師。主要研究領域為公司法，公司治理，公司犯罪等。參與或主持最高人民檢察院、中國法學會等省部級科研項目、校級科研項目若干。
目錄
Introduction
Chapter 1 Compliance in the Context of Corporate Governance
1.1 Introduction
1.2 Conceptualising compliance
1.2.1 Definition
1.2.2 Origin and developments
1.3 Importance of compliance in the corporate context
1.3.1 Reducing the need for regulatory involvement
1.3.2 Managing corporate risks and preventing illegal activities
1.3.3 Remedying harm from the non-compliant conduct
1.4 Deterrence theory in the corporate context
1.4.1 The relationship between deterrence and corporate compliance
1.4.2 Specific deterrence approach
1.4.3 General deterrence approach
1.5 Relationship between corporate governance and compliance
1.5.1 Where it all began: governing failures and corporate governance
1.5.2 Corporate governance and compliance approaches
1.6 Codes and standard of compliance in corporate governance
1.6.1 Why codes?
1.6.2 Compliance with the UK codes and standard
1.6.3 International efforts on corporate compliance codes and standard
1.6.4 China: alienation from the codes
1.7 Conclusion
Chapter 2 The Corporate Governance Landscape in China
2.1 Introduction
2.2 Legal framework of corporate governance in China
2.2.1 Basic laws
2.2.2 Departmental rules and regulations
2.2.3 Rules on Chinese SOEs
2.3 Corporate governance self-regulation in China
2.3.1 What is corporate governance self-regulation?
2.3.2 Corporate governance self-regulation in the UK
2.3.3 Corporate governance self-regulation in China
2.4 The role of takeovers of corporate governance in China
2.4.1 Rules governing corporate takeovers in China
2.4.2 Protection of the interests of the target company's minority shareholders in corporate takeovers
2.4.3 Compliance incentives of directors in corporate takeovers
2.5 Share ownership structure of Chinese companies
2.5.1 Highly concentrated share ownership structure and its historical background
2.5.2 The impact of highly concentrated share ownership structure on Chinese corporate governance
2.6 Relationship between directors and shareholders in Chinese companies
2.6.1 Directors are subject to shareholders
2.6.2 Shareholders and directors in Chinese SOEs
2.6.3 The reason behind: highly concentrated share ownership structure
2.7 Conclusion
Chapter 3 Compliance with Corporate Governance Rules in China
3.1 Introduction
3.2 The extent of agency problem and agency costs
3.2.1 Ownership structures and the agency problem in Chinese companies
3.2.2 Compliance and agency cost
3.3 The various interests of stakeholders in Chinese companies
3.3.1 The importance of stakeholders for corporate governance in China
3.3.2 Legal regulations towards the protection of stakeholders in Chinese companies
3.3.3 Evaluation of stakeholder legal protection for Chinese companies
3.4 Managerial discretion in corporate governance
3.4.1 The reality of managerial discretion in Chinese companies
3.4.2 Managerial discretion controlled by shareholders
3.4.3 Compliance and managerial discretion
3.5 Minority shareholder protection
3.5.1 The extent of conflict between controlling shareholders and minority shareholders in Chinese companies
3.5.2 Chinese legal protection on minority shareholders
3.5.3 Independent director system in China
3.6 Protection of foreign investors in Chinese companies
3.7 Conclusion
Chapter 4 Lessons from the UK on Compliance with and through Corporate Governance Rules
4.1 Introduction
4.2 The "comply or explain" regime under the UK Corporate Governance Code
4.2.1 Three features of "comply or explain" regime
4.2.2 Key to "comply or explain" regime: explanation
4.2.3 Reasons for voluntary compliance for the UK companies
4.3 The derivative claims regime under the Companies Act 2006
4.3.1 The old rules under the common law
4.3.2 The new statutory regime under the CA 2006
4.3.3 An assessment of the UK's position
4.3.4 A brief overview of the Chinese position
4.4 The disqualification regime under the Company Director Disqualification Act 1986
4.4.1 A brief overview of the disqualification regime
4.4.2 The nature and rationale of the regime
4.4.3 The position of China
4.5 The corporate liability regime under the Bribery Act 2010
4.5.1 Background to the BA 2010
4.5.2 The corporate liability of failure to prevent bribery
4.5.3 Deferred prosecution agreements
4.5.4 Implications of the BA 2010 for China
4.6 Implications of transplanting the UK compliance regimes to China
4.6.1 Reliance on corporate self-regulation
4.6.2 Focus on the role of the board of directors in achieving corporate compliance
4.6.3 Achieving a corporate compliance culture through preventive measures
4.6.4 Feasibility of transplantation in China
4.7 Conclusion
Chapter 5 Reforming Corporate Governance Compliance in China
5.1 Introduction
5.2 The case for self-regulation and market-oriented compliance regimes
5.2.1 No self-regulation in current Chinese corporate governance compliance rules
5.2.2 Legislation versus self-regulation and market-oriented regime
5.2.3 To sell compliance as a profit not a burden
5.3 The role of internal compliance mechanism in corporations
5.3.1 The influence of controlling shareholders on the internal compliance mechanism of Chinese companies
5.3.2 Reforming the role of controlling shareholders
5.3.3 Reform of the supervisory board and independent director system
5.3.4 Enhancing the protection of minority shareholders
5.4 The balance between managerial restraint and incentives for compliance
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