This thesis seeks to examme how the mechanism of international listing facilitates the adoption of better corporate governance practices in China's large state enterprises (SOEs). It argues that the causes of poor corporate governance in China's large SOEs are rooted in the discretion of policy makers to re-optimise policy decisions and the consequent opportunistic behaviour of management. Distinguishing itself from the popular view in recent literature, which suggests that in order to facilitate capital market development emerging economies should adopt governance systems that offer strong legal protection for investors, this thesis presents a historical review of the emergence of the joint stock company in the US and UK, which indicates that the absence of formal legal protection did not overly hinder the development of capital markets, or prevent large firms from raising significant sums of external equity. To better understand how international listing works in China, this thesis suggests an analytical paradigm which integrates the property rights perspective in economics and the resource-dependence perspective in management. An application of this integrated paradigm to the Chinese context shows that the ability of firms to overcome institutional constraints are to be sought, not just in the firm's ability to adapt to changes in its property rights configuration, but the interplay between changes in property rights and the firm-specific resources that enable it to respond innovatively to changes in its environment. The studies of the banking, telecommunication, and oil industries indicates that international listing can provide an effective mechanism to mitigate weak governance practices, provided enterprises are prepared to bond themselves, install more credible monitoring controls, and meet higher standards of corporate governance. Listing imposes a set of consistent rules on state enterprises, induces corporate restructuring and subjects enterprise management to external monitoring by international capital markets. By changing the institutional rules and incentives for management, it also provided management with the incentives to identify areas where they can legitimately pursue commercial activities. The findings suggest that a more immediate constraint for management in these industries is a lack of familiarity with the market mechanism.