Qin Zhao

Date of Award


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This thesis examines the concept of corporate control in Canadian and Chinese business enterprises. Going beyond traditional studies of corporate governance, which are concerned principally with the relationship between shareholders and corporate managers, this thesis explores the ways in which corporate law in China and in Canada regulates and arbitrates the relationships among all corporate participants, in the context of the political, social, economic and cultural milieu in which corporate law and policy in both countries has evolved. Through a comparative examination of corporate control issues under two specific corporate law regimes--that of the Canada Business Corporations Act (CBCA), and that of the Corporation Law of the People's Republic of China and China's Foreign Investment Enterprises Laws (collectively "China's Corporate Laws")--several key observations emerge. The corporate control model embodied in the CBCA represents a modified capitalist model of corporate control, whereas China's Corporate Laws represent an attempt to borrow corporate control experiences from western countries, and to integrate those experiences into the structure of Chinese corporations, while adhering to China's distinctive socialist political and economic regime. China's Corporate Laws may thus be best understood as the product of a modified socialist model that adopts many western corporate law features without sacrificing the principles of China's socialist regime. This comparative study also illustrates a more general proposition: that regimes designed to regulate corporations necessarily vary across nations and cultures in order to address specific conditions and satisfy particular governmental objectives and cannot be regarded simply as means of facilitating productive enterprise. The unique approaches to corporate control in Canada and in China are rooted in the distinctively different politics, economies, histories, statutory traditions and cultural values of these two nations.