Study On Governance Of A Corporation With Technology As Its Capital Contribution

During the era of knowledge-based economy a corporation with technology as its capital contribution rapidly emerges and becomes the symbol of the era because of lots of technologies, perfect company law and the will of an interested party to invest technology as capital contribution. But the present theory of corporate governance is based on funds core element of corporations. It doesn't give a representation of technological stock equity, relations between technological stock equity and the rights of operation and management, and supervision with regard to shareholders with technology contributed for capital and contributed technology. These call for theory of governance of a corporation with technology as its capital contribution.During the era of rule of law, the managerial principles and elements are embedded in law and the behavior of persons and entities is proteced and restricted by law; besides, law should reflect good practical corporate governance. The actual problems of governance of a corporation with technology as its capital contribution are emerging. So it can tally with the demand of era of government by law to research on governance of a corporation with technology as its capital contribution in legal context. Besides, it can afford legal reference, managerial wisdom and practical help for governance of a corporation with technology as its capital contribution.The dissertation analyses chief achievements, shortcomings and blanks on governance of a corporation with technology as its capital contribution. On the basis of it, the dissertation researches on the component elements and institutional designs of governance of a corporation with technology as its capital contribution with comparative system, legal construction, systematic way, green harmonious management and sociology. The main content and achievements of dissertation are as follows.1. The relationship to stock equity of a corporation with technology as its capital contribution. Literature now available doesn't make a systematic study of technological stock equity. After researching formation and structure of stock equity of a corporation with technology as its capital contribution, the dissertation holds that technological stock equity features a corporation with technology as its capital contribution. The structure of stock equity on a corporation with technology as its capital contribution consists of material stock equity and technological stock equity. They are united because a corporation with technology as its capital contribution is a personal corporation. A corporation with technology as its capital contribution in production and management is technology-intensive, it becomes the corporation's most important driving force to technology instead of fund, technology is the corporation's most important form of capital, so technological stock equity features a corporation with technology as its capital contribution more than material stock equity does. Technological stock equity remains stable. Legal relation on technological stock equity has three key elements, subject of which is a person who converts technology into shares, object of which is technology contributed as capital , and content of which are rights and duties of a shareholder with technology contributed for capital. It provides legal frame for research on personal management, technology contributed as capital management, and party's right-duty-benefit-liability management of a corporation with technology as its capital contribution.2. Organization of operation and management of a corporation with technology as its capital contribution. Literature now available all advances"the separation of the rights of shareholders with technology contributed for capital and the rights of operation and management". After researching the data collected through 22 corporations with technology as its capital contribution, the dissertation advocates the usual integration of the rights of shareholders with technology contributed for capital and the rights of operation and management. It is due to the following reasons. A corporation with technology as its capital contribution is a personal corporation. Venture capital is invested in a corporation with technology as its capital contribution. Technological shares control the rights of operation and management by equity and technology. A shareholder with technology contributed for capital is the corporate promoter. And a shareholder with technology contributed for capital can adapt himself to information management. It affords theoretical foundation for institutional designs of organizational structure of a corporation with technology as its capital contribution.3. Supervision and check of a corporation with technology as its capital contribution. Literature now available studies board of supervisors, but doesn't consider the actualities of a corporation with technology as its capital contribution. Through researching organization and content of supervision and check in a corporation with technology as its capital contribution, the dissertation holds that focal points of supervision and check are technology contributed as capital and shareholders with technology contributed for capital in a corporation with technology as its capital contribution. In a corporation with technology as its capital contribution, organization of supervision and check consists of board of supervisors, risk capitalists, and checkers.The difficulty in determining the value of technology contributed as capital, the complexity of the contract of technology contributed as capital,information asymmetry of technology contributed as capital, and the usual integration of the rights of shareholders with technology contributed for capital and the rights of operation and management, which determine focal points of supervision and check: technology contributed as capital and shareholders with technology contributed for capital in a corporation with technology as its capital contribution. The former consists of supervision and check of constitutive requirements and assessment of technology contributed as capital. The latter consists of supervision and check of fiduciary duty, special rights and duties of shareholders with technology contributed for capital. It provides focal points of supervision and check, technology contributed as capital and shareholders with technology contributed for capital, for a corporation with technology as its capital contribution.4. The designs for system of management on governance of a corporation with technology as its capital contribution.The legal characteristics of a corporation with technology as its capital contribution determine its design of system. Literature now available lacks concrete design of system on a corporation with technology as its capital contribution. The dissertation maintains that the legal characteristics of a corporation with technology as its capital contribution determine its design of system discriminated from common corporations. The designs for the relationship to stock equity of a corporation with technology as its capital contribution consist of personal management, technology contributed as capital management, and right- duty-benefit-liability management. Personal management consists of trust, cooperation, and share. In technology contributed as capital management, first a corporation with technology as its capital contribution should assimilate technology contributed as capital, then it should innovate in technology on the basis, and its ultimate aim is technology pool of a corporation with technology as its capital contribution. The management of a corporation with technology as its capital contribution should obey the principle of balance among right- duty-benefit-liability. A corporation with technology as its capital contribution should set up the position as a technical manager in its operation and management. A shareholder with technology contributed for capital controls the rights of operation and management, which has the advantages of disadvantages. In the designs for supervision and check of a corporation with technology as its capital, members of board of supervisors consist of representatives from shareholders with technology contributed for capital, other shareholders and corporate staff. To counter the corporate special things, articles of a corporation with technology as its capital contribution may entrust to board of supervisor rights of ratification. It follows the precautionary principle to confirm "the shareholders to fill the funding obligations" case and appoint the examiner. It affords law-making and management practices for a corporation with technology as its capital contribution.