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Overseas Listing and State-Owned-Enterprise Governance in China

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Yinzhi Miao

Oversea Listing and State-Owned-Enterprise Governance in China: the Role of the State

LL.M. Long Paper Harvard Law School Supervised by Prof. Reinier Kraakman and Mark Roe April 2012

Oversea Listing and State-Owned-Enterprise Governance in China: the Role of the State Yinzhi Miao

Abstract: There are both considerate horizontal and vertical governance problems in the Chinese state-owned-enterprises (SOEs). Due to their privileged positions in the political economy, traditional institutions of corporate governance are far from perfect. Thus the value of oversea listing as a governance mechanism is highlighted, and that could be better revealed by a deeper analysis of the benefit-and-cost balance by the government which controls the SOEs. However, effective as it is, oversea listing could not be a marvelous antidote to all governance ills. Further, as the two major governance disasters of oversea listed SOEs shows, if the government lacks a proper self-positioning, nontrivial negative implications will be brought to SOEs governance via oversea listing. The ultimate function of corporate governance in SOEs thus relies heavily on public governance.

Key words: state-owned-enterprises, oversea listing, corporate China

governance,

2

Table of contents I. Introduction ....................................................................................................................4 II. The Governance problems of Chinese SOEs and the limitations of traditional governance problems .........................................................................................................8 A. The Governance problems of Chinese SOEs ...........................................................8 B. The limitation of Traditional Governance institutions in the case of Chinese SOEs

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