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|題名: ||中國國有企業之公司治理研究 : 契約失效問題|
|其他題名: ||The corporate governance research in the state-owned enterprises of China : contract failure|
|作者: ||陳柏奇;Chen, Po-chi|
|關鍵詞: ||國有企業;公司治理;外部人控制;契約失效;state-owned enterprise;Corporate governance;exterior- controller;contract failure|
|上傳時間: ||2010-01-10 23:34:12 (UTC+8)|
The major subject of this paper is the contract failures in the state-owned forms, taking the transformation of the corporate governance system into the "modern enterprise system" as a general background. This research will begin with the "above ten billion strategy" of several big manufacture group companies who was chosen to promote a rush growth of their annual sales into 10 billion Yuan individually during 5 years before the end of 2000. The strategy was sponsored and supported by the local government authority as apart of municipal economic development arrangement. The interference originated from such governmental behavior causes contract failure to state- owned enterprises and state- held public corporations. The whole research will be based on the sub-back-ground of the three- level framework of state- owned property management system in China. This paper is to reveal substantial fact that the mystery of such relationships is the rent- seeking of exterior controllers that brings about contract failures. Rent-seeking is the crucial institutional reason of contract failure in state-owned companies and in the state- held public corporations The case
Study of "loan to stock" transformation on an imaginary model of such big companies, FEITE Group in S city, will be helpful for the exploration a outlet of rule restructure of state- owned enterprises.The theory of contracts, rent- seeking and public goods will be taken into the discussion as main theoretical tools. A contract rule restructure recommendation based on the institutional analysis of contract failure will be posed as part of the contribution of this paper.
Following is the main contribution and conclusions:
At first, exterior controller has a vital institutional environment composed of the failure of the division of enterprise from the governmental system, the inefficiency of the law and regulations and the shortage of responsibility system. It is in this institutional environment that the exterior controllers bring in contract failure into
Secondly, the organizational base on which the contracts go failure is that the contracts between governmental sections (as stockholder) and the management teams in state- owned firms are collective contracts. The participants are organizations instead of individual person. The logics of collective action makes the quality and the performance of contracts out of inspection and control. Meanwhile, the participants of the contract negotiation and performing will seek maximum personal utilities as possible as they can. The optimization of personal utilities upon collective contract will lead the contract to be a rent- seeking contract.
At last, when part of the loaners transfer the loans into stocks in the debt companies, the ownership structures changed. To lead the reform into success, we should rebuild the rules with construction of a personalized responsibility system and keep the contracts as individual contracts instead of collective contracts. As the measure should be taken, the rent- seeking net must be broken, the channel of rent flow must be cut off, and the principle of market and law must be recalled. Accordingly, multi-stockholder system should be adopted to reform the ownership structure while priority of shareholder interest be employed to rebuild responsibility system.