Company Law: International Experiences and Theoretical Frameworks

Author: Zhao Wanyi
Publisher:
Publish Date: 2005-03-01
Features: North and Thomas, American economic historians, pointed out after examining the economic history of Western countries from 800 AD to 1700 AD: "Efficient economic organizations are the key to economic growth." Indeed, as the most efficient economic organization in the economic life, companies create wealth for society by concentrating and managing private capital, thereby driving the continuous growth of the economy. Without companies, today's splendid social civilization would not have been possible. In our country, the emergence of the company system has a history of over a hundred years, but the company system is not well-developed. The Company Law formulated in the 1990s provided basic norms for the organization and behavior of companies and effectively promoted their development under the market economy system. However, due to the constraints of the old system and the limitations of legislative techniques at the time, the institutional construction of this law was not perfect. In particular, its emphasis on administrative management of companies over their autonomous rights and on short-term measures for state-owned enterprise reforms over long-term institutional planning has become a constraint on the further improvement of China's market economy system. In this regard, in recent years, a movement aimed at seeking the modernization of the Company Law has quietly emerged in China. Numerous theoretical and practical workers have devoted their efforts to a comprehensive review and revision of the company system, striving to innovate China's company system by drawing on advanced Western experiences while integrating China's realities. Against this backdrop, in October 2004, the "China-EU Company Law Symposium" was grandly held in Chongqing, the mountain city, organized by the EU Law Research Institute of Southwest University of Political Science and Law and co-organized by the College of Civil and Commercial Law and the College of Economic and Trade Law of Southwest University of Political Science and Law. As an important academic activity for the exchange of company law between China and the EU conducted by the EU Law Research Institute, this symposium was heavily supported by the "China-EU Legal and Judicial Cooperation Project." To stay true to the pulse of the times and target the issues of company legislation, the organizers carefully designed the agenda and sent the discussion topics to the experts six months before the conference, laying a solid foundation for its successful conclusion. Prominent domestic and international experts, such as Professor Kohl, former Dean of the Frankfurt Law School, and Professor Wang Baoshu of Tsinghua University Law School, attended the conference. The meeting conducted serious discussions on the reference of company laws of various countries, especially the EU company law, and the revision and development direction of China's Company Law, proposing many insightful views from both macro perspectives on company legislation and micro construction of the company system. Some of these views are reflected in this book, while others are included in another achievement of the "China-EU Legal and Judicial Cooperation Project"—"The Centennial Debate and Century Reconstruction of the Private Limited Company," edited by Professor Wu Yue. In addition to selecting papers submitted to the conference by experts and scholars, this book also includes special topic papers written by some mid-to-young scholars with expertise in company law research, organized according to the planning of the "China-EU Legal and Judicial Cooperation Project." The content covers macro thinking on company legislation, company establishment, company capital, shareholders and equity, company operations and governance, as well as company exit, among other aspects. All the articles are based on a thorough reference to the advanced company legislation experience of Western countries, rooted in China's specific national conditions, and provide a calm review of the existing company system and a rational conception of its future development. While there may be no earth-shattering statements, it is not lacking in reform spirit with a focus on the present and future, as well as a global perspective. The views in this book will provide references for the development and improvement of China's company system. The publication of this book is thanks to the active participation of a group of mid-to-young company law scholars at Southwest University of Political Science and Law. Every article included in this book reflects their dedication. Three students—Wei Jing, a Ph.D. candidate in civil and commercial law at Southwest University of Political Science and Law, Zhao Lei, a master's student in economic law, and Wang Huaiyong, a master's student in economic law—have put in tremendous effort in the compilation of this book. We express our sincere gratitude to them here. The society we pursue is one where creativity is exceptionally vibrant, a society full of the joys of life. It is the inherent freedom of human nature that builds a colorful life, filling people with spiritual pleasure. Such a world is achievable, and it awaits those who long to create it to come together and build it. We sincerely hope that the publication of this book will stir a ripple in the vast ocean of company law and provide some insights for the improvement of China's company law. Zhao Wanyi and Lu Daifu Acknowledge Winter 2004 at Southwest University of Political Science and Law