Research On The Legal System Of Manager By Human Capital Perspective

The overall level of business determine the country’s economic level, the company’s overall efficiency determine a country’s competitiveness. So a country’s economic development is the key to the development of enterprises. The key of business development lies in the managers.In the world, technological advances, knowledge-based economy in the ascendant. Knowledge and talents become the decisive factors to enhance overall national strength and international competitiveness. In the context of Knowledge economy and economic globalization, economic growth has been more and more dependent on technology innovation. Knowledge as a special factor put into the enterprises, which changes the dominant position of physical capital in industrial economy era. Human capital creates wealth and value of directly like physical capital. Human capital owners gradually boarded the stage of corporate governance. In the modern enterprise, Managers become the company’s core human capital owners by their professional management knowledge and skills, and replaced the company’s owners as the decision makers. Now in knowledge economy, managers of companies from the traditional role of an agent into the owner of a company’s core human capital, business executive organ in company, and senior employees. Company system from the premier shareholder-centrism, board centrism, to managers centrism. Managers become the key to the development of enterprises.This paper through human capital perspective of economics, interpretation the reconstruction of manager legal system from theoretical and practical levels, in order to strive to breakthrough the traditional understanding of the manager system and reposition and qualitative manager in the corporate governance structure. Reconstruction manager incentive and restraint mechanisms and make the manager system practice with international practice in theory level, which is the need of reform and breakthrough manager company law in the background of knowledge economy, and also to meet the challenge of knowledge economy for us under the pressure of international competition.This paper studies the legal system of corporate managers under the human capital perspective. The paper is divided into four parts. The first section sets out an overview of the manager system. From the manager of the definition of the concept and the evolution of the manager system, form the basic framework for the development of the manager system. Secondly, drawn a conclusion that the manager’s position in the company which the author supports in the era of knowledge-based economy. Relationship between managers and shareholders from the agency relationship to the contractual relationship, and from the traditional principal agent theory to bidirectional principal agent theory. The relationship between managers and directors from adjuvant to separate. The position of manager occur alienation. In the third part, explain the relevant provisions and experiences abroad. Western countries give the manager the rights of residual control and residual claims to incentive managers. Common law countries mainly through external constraint about capital markets, product markets and manager markets to discipline managers.Vetting of the fourth part of our country manager system and related legislative proposals, is the core content of this article. Combined with development status of the manager under the new era, and the relevant provisions of the manager system in "Company Law",to improve the system of our country manager of the company. Certainly China’s new Company Law provisions of the relevant provisions of the manager of the company system improved on the basis of economic and social development needs, in order to adapt to the new background. Author believes that legislation can be introduced in the original manager of the system on the basis of the CEO system, and improve the annual salary system, the stock option system and human capital-funded system, in order to establish the legal status of human capital invested, giving the manager residual control rights and residual claim, The perfect manager incentive and restraint mechanisms. At the same time can learn from the introduction of the "business judgment rule" in the United States, to strengthen the protection of the rights of managers. Through the improvement of the shareholder litigation system, In particular, increase plus extraordinary litigation system, to formation a complete set of manager liability litigation system. In policy, should expedite the implementation of the construction manager market and other external market environment.