Research On The Legal System Of Governance Structure Of Corporate REITs In China

At present,China’s public REITs adopt the contract structure of "public fund +ABS",which has many disadvantages.The complexity of product structure and the lack of internal governance path not only increase the transaction cost of REITs,but also reduce the governance efficiency and bring greater risk to the holders.Corporate REITs can effectively overcome the defects of contractual structure,improve transaction efficiency and reduce agency costs through internal management and supervision mechanism,which has been the mainstream of global REITs.Therefore,China should introduce corporate REITs,build a matching long-term governance mechanism through legislation,and use institutional advantages to escort the development of China’s REITs.The full text is divided into four chapters.The first chapter aims to provide a theoretical basis for the establishment of corporate REITs system.Based on the combing of the basic principles of corporate and contractual REITs governance structure,aiming at the characteristics of REITs emphasizing active management and incomplete contract,and considering the protection of investors’ interests,it is concluded that corporate REITs has sufficient governance advantages and is necessary to implement.The second chapter focuses on the practical analysis of REITs corporate governance.On the one hand,it analyzes the current situation of China’s contractual REITs system,and points out the problems existing in the current model,such as complex product levels,lack of checks and balances of fund managers,lack of professional ability in asset management and so on.We should consider adjusting the governance structure to improve the governance effect.On the other hand,it analyzes the challenges faced in the implementation of the system from the three dimensions of institutional basis,principal-agent risk and investor protection.The third chapter introduces the foreign corporate REITs governance legal system.There are two forms of REITs in the legislative model: decentralized and centralized.The former is mainly driven by tax,the latter is the product of government guidance,and the latter is more in line with the development needs of China’s REITs.In the design of specific governance structure,the legal entity can build internal mechanism.Therefore,there are internal and external modes in the design of management mode and supervision mechanism.This chapter focuses on exploring the extraterritorial practical experience that fits the development needs of China and has reference significance from the perspectives of legislation,management and supervision.The fourth chapter expounds the legal system conception of the governance structure of corporate REITs in China.Based on the experience of comparative law,after introducing corporate funds and special legislation to provide institutional basis for corporate REITs,we build the governance structure of corporate REITs in China from the perspective of management mode and supervision mechanism.On the one hand,we should encourage and guide the evolution of corporate REITs from external management to internal management mode,so as to simplify product structure and improve governance efficiency.On the other hand,we should give full play to the supervision advantages of internal institutions such as the general meeting of shareholders and the board of directors of corporate REITs,refer to the information disclosure system of listed companies,improve external supervision,form an internal and external supervision system,and stimulate the governance advantages of corporate REITs to the greatest extent.