This book provides an all-round and three-dimensional perspective on the legal system of corporate governance from multiple research perspectives, such as new changes in equity structure and shareholder types, the wave of economic globalization, institutional dependence and change, the concept of political democracy, and the trend of harmonious social thought under the background of modern scientific and technological revolution. The following key points were studied and the following main points were drawn. First, from the historical perspective of the evolution of classical enterprises to modern enterprise systems, this paper comprehensively examines the historical inevitability of the rise of modern company systems, and demonstrates the root causes of corporate governance from the unique features of modern enterprise systems that are different from classical enterprises. It is believed that the diversification and decentralization of the equity structure of modern companies is the economic root of corporate governance, the decentralization of modern corporate organs is the political root of corporate governance, the agency nature of modern corporate operation is the moral root of corporate governance, and the pluralism of modern corporate responsibility is the ideological root of corporate governance. Second, the theoretical analysis framework of corporate governance is comprehensively and historically dynamically investigated and sorted out, and the theoretical origin of corporate governance and its theoretical analysis starting point are demonstrated. Mainly from the economic theory explanation of the causes of corporate governance, the three most representative analysis models of corporate governance theory are analyzed: Williamson's bounded rational assumption and opportunistic hypothesis model, Burleigh-Mynnes' separation of powers-principal-agent problem model, and Chandler's internal control model of professional managers. Through the analysis and examination of these models, the view that the essence of corporate governance is the necessary intervention and appropriate regulation of corporate autonomy by the state in the context of deregulation. Third, a dialectical analysis of historical materialism is made of the debate on corporate governance. Two opposing theories of corporate governance are contrasted: the shareholder-based view and the stakeholder-based view. On the one hand, it analyzes the historical logical starting point of the formation of shareholder supremacy, and focuses on several of the most representative theoretical explanations of shareholder supremacy: subjective risk appetite difference theory: a subjective justification; Team Supervisability Difference Theory: A purely technical explanation. Asset Exclusivity-Incomplete Contract Theory Explanation: An Objective Explanation and Bargaining Power Difference Theory: An Empirical Analysis. In addition, the background of the emergence of stakeholderism is analyzed, and among the many stakeholder-based theories, such as economic democracy theory, corporate social responsibility theory, and human capital exclusivity theory, only the most explanatory human capital theory is reviewed. Through the legal response to the two major corporate governance models corresponding to these two corporate governance theories, namely unilateral governance model and common governance model, and the practical challenges and problems faced by each of them, it is believed that the simple shareholder standard is not enough to effectively solve all the problems of corporate governance, while the simple stakeholder standard is not realistically feasible, and only taking the shareholder standard as the core while properly taking into account the interests of the most relevant stakeholders is the concept and direction that the company law and corporate governance reform should have. Fourth, through the comparative and empirical research of corporate governance models of different legal systems, it is demonstrated that different equity structures and shareholder types determine the characteristics of different corporate governance models and the respective problems of corporate governance. In the case of highly decentralized ownership, capital markets can play a significant role in corporate governance, which focuses on insider control and false accounting resulting from all separation from control, such as the United States and the United Kingdom; In the case of high concentration of equity, the focus of corporate governance is to control shareholders from using the company to infringe on the rights and interests of small and medium-sized shareholders, creditors and employees such as banks, such as Germany and Japan, so in these countries, banks and employees widely participate in corporate governance. Because of this, we put forward the view that capital structure and financing structure are the economic basis for forming different governance models, and the equity distribution structure and shareholder type structure constitute the institutional basis of corporate governance. The different focuses and problems of corporate governance under two typical equity structures and shareholder types are clarified: the proxy of management to shareholders and the agency of large shareholders to small and medium-sized shareholders. Fifth, as a major basic system of China's capital market left over from history, equity division has long distorted the pricing mechanism of the securities market, making corporate governance lack a common interest mechanism. As a major basic institutional reform of China's capital market, the essence of equity division reform is to eliminate institutional obstacles affecting the function of the capital market and promote the transformation of the capital market operation mechanism. In this sense, the reform of equity division is the "second revolution" since the establishment of China's securities market. Consideration is the core issue of equity division reform, and there are serious differences between regulators, major shareholders, public investors, experts and scholars in the economic circles, financial circles, and legal circles on the consideration issue, which directly leads to major fluctuations in the stock market. Correctly understanding the legal nature of the consideration and accurately grasping the legal basis for paying the consideration have a bearing on the legality of the reform of equity division, and at the same time on the major issue of right and wrong whether state-owned assets are lost, whether the rights and interests of the vast number of shareholders with outstanding shares are infringed, on investors' expectations of the capital market and confidence in future investment, fundamentally speaking, on the stability of the securities market and social stability, and on the construction of a harmonious socialist society. To accurately grasp the proper meaning of consideration, it is necessary to think from the general context of the reform, understand it in the sense of the reform of equity division, and at the same time see that in the reform, the government, non-tradable shareholders, tradable shareholders and other market participants should bear their respective historical missions, responsibilities and obligations in the reform of the social and economic system and the reform of the capital market system. We believe that the essence of consideration is the cost of reform, and whoever pays the consideration is who pays the cost of reform, which is a qualitative analysis of consideration; As for how much consideration was paid by non-tradable shareholders and how much benefit was obtained by tradable shareholders, the essence is how much the non-tradable shareholders bear the cost of reform, that is, the specific sharing of the cost of reform between non-tradable shareholders and tradable shareholders, which is a quantitative analysis of consideration. On the one hand, the completion of the reform of equity division has removed the institutional obstacles to the decentralization and diversification of the equity structure of listed companies, and on the other hand, it has provided an institutional basis for institutional and corporate shareholders to actively participate in the governance of listed companies. At the same time, the completion of the reform of equity division also provides a basic platform for the exertion of the corporate governance function of the corporate control market, which has caused new changes in China's corporate control market. Sixth, it puts forward the view of corporate governance litigation mechanism, that is, strengthening corporate governance by strengthening legal responsibility and implementing accountability. In particular, it is proposed to strengthen the responsibility of major shareholders and pursue responsibility through shareholder and creditor litigation. This is of great theoretical and practical significance in our country. In terms of directors' accountability, the focus is on legislative changes in Japan. It is believed that corporate legislation should serve economic development, and the easing or strict easing of directors' responsibility legislation should be consistent with macroeconomic development. In Japan, the easing or strict regulation of directors' liability is done indirectly by modifying the incentive or binding elements that directly regulate the shareholder representative litigation system. As the Japanese economy went from post-war reconstruction to the bursting of the bubble economy after the high-speed take-off to the long-term downturn, the responsibility of directors has undergone a process from laissez-faire to strict to moderate. Correspondingly, it is regulated through the development of legislation that restricts shareholder representative litigation from strict restrictions to strong encouragement to moderate restrictions. However, the Japanese economy neglected the control of directors' responsibilities during the boom period, and the accumulated shortcomings led to serious failures in corporate governance, and it was not until the economic bubble burst that directors were strictly held accountable. This lesson is worth pondering. We should be vigilant about whether our country is repeating Japan's story at the moment. For the system design of shareholder representative litigation, on the one hand, it is necessary to appropriately stimulate the filing of representative litigation to give full play to its positive role; On the other hand, it is necessary to prevent the abuse of representative litigation at all times in order to suppress its negative effects in the smallest space. This has become a very difficult and unavoidable difficulty in the corporate legislation of various countries. Through the examination of the current liability system for directors' misrepresentation, it is believed that the law generally only tends to realize the remedy function of joint and several liability, and does not care about or intentionally or unintentionally dilute the punitive function and deterrent function of joint and several liability. It is believed that the latter issue is an internal matter for the infringer, and there is no need for the law to intervene too much. The arrangements for the current joint and several liability system for securities misrepresentation by directors in China generally stop at the determination of liability, ignoring or ignoring the specific allocation of liability, especially the final bearer of liability. Who is the last payer is precisely the concentrated reflection of the functional realization and value orientation of tort liability. If the company bears the final responsibility, joint and several liability will evolve into simple corporate responsibility, which will also become a tool for the behind-the-scenes decision-makers of the company who should be responsible to evade responsibility and stage the golden cicada shell, resulting in the complete loss of corporate governance function. In the company, joint and several liability can only be fully played by applying its role between homogeneous subjects, so joint and several liability should only be applied between directors and shareholders and their respective shares should be clarified, while joint and several liability cannot be applied between directors, shareholders and the company, only supplementary liability can be applied and their ranking should be clarified. Seventh, in the face of the requirements of the concept of building a harmonious society in a harmonious China and a harmonious world, the reform of corporate governance is placed in response to the construction of a harmonious society to build a harmonious company. Combined with local resources, giving full play to the participation of party organizations, industry associations, trade unions, employees and employee congresses in the construction of harmonious corporate governance, and based on the concept of distribution fairness, corporate governance as a distribution mechanism, giving full play to its unique role and effective path in building a harmonious society, is one of the biggest features of this research result, thus filling the gap in the research of corporate governance in this regard. A harmonious society is a social form with peaceful interpersonal relations, and the key to peaceful interpersonal relations is that all stakeholder groups can obtain channels for expression, can exert their influence, and society has a mechanism to ensure that they express and exert influence and can eventually balance. From the national point of view, the pluralistic interests can be achieved through the establishment of people's congresses, social political parties, and other models of joint participation. However, as a micro-level enterprise, in the traditional internal structure design of corporate governance, the derivative form of "ownership" of capital is the main mode of corporate governance, and it is difficult to establish a multi-interest appeal and influence mechanism such as employee interests and public interests. Based on this concept, the role and influence of non-public enterprise party organizations, trade unions, industry associations, employees and other organizations and stakeholders in corporate governance under this intention were discussed, and the improvement of the remuneration system for executives and employees based on fair distribution was discussed.（AI翻译）