The concept of corporate governance has been popular throughout the world since it was been brought out by American scholar—Williamson since 70's in 20 century. For dozens of years, academic circles have obtained much development on corporate governance in both theory and practice. Chinese scholars also carried out a lot of study and acquired surprising results. But, comparing with foreign scholars, ours seemed to focus the study on the balance of power among board of stockholder, board of directors and board of supervisors as well as so-called "inner member control" phenomenon. For another word, the study is mainly spread out along the inner direction of corporate governance.In fact, corporate governance comprises two attributes where one is inner attribute and the other is outer attribute. For another word, corporate governance comprises two parts where one is inner corporate governance and the other is outer corporate governance. The inner governance is hardly used to solve the power distribution among three boards, while the outer governance emphasizes supervision and restraint of capital market on corporate operation and management. The fact has proved that corporate governance which only stresses inner part cannot solve governance dilemma of listed companies in China at present. So, the intensification of corporate governance of outer part is indispensable at present. The article holds that capital market has powerful ability of corporate governance. Namely, the existence of capital market is helpful to promote and raise ability of corporate governance. Particularly speaking, capital market's promoting effect on corporate governance mainly give expression to five mechanisms, which are stockholder voting mechanism, listing-exiting market mechanism, takeover market mechanism, stock-option urging mechanism and liability constraint-supervision mechanism. Among five mechanisms, the former four are taken into effect in equity market by activities of stockholder, regulatory authorities and so on. While the latter rides on the crest of success in creditor's market where regulators are creditors among which banks are most important. At the same time, on the ground that the article compared and analyzed the model of stockholder-leading system of the U.S. and Britain in equity market and the model of the bank-leading system of Germany and Japan in creditor's market, the writer put forward to a new viewpoint that the developing direction of corporate... |