Overview of Foreign Company Law Topics

Author: Zhao Xudong
Publisher:
Publish Date: 2005-12-01
Features: This book is one of the "New Company Law Series," compiled to support the amendment of China's Company Law, the implementation of the new Company Law, and the research of the Company Law. A significant aspect of the amendment of the Company Law is the reference and adoption of legislative precedents from foreign company laws. China's company law theory and legislation were originally formed based on the reference and adoption of traditional theories and legislative precedents from foreign jurisdictions. However, in recent years, China has lacked sufficient understanding and tracking of the new developments in foreign company laws, and existing information has become outdated. Additionally, the absorption of certain legal principles and the imitation of some legislative precedents have shown a tendency toward superficiality. In fact, the reform and innovation of systems have always been the fundamental trends in the development of company laws in various countries. Over the past few decades, significant changes have occurred and are still occurring in the theories and legislation of foreign company laws in many aspects. Therefore, updating concepts, adapting to the times, and aligning with the international trends of company law reform to modernize and reform China's current company law system is indeed an inevitable trend and the consensus of the people. To this end, to support the amendment, study, and research of the Company Law, the compilers have collected the new company legislation from major countries and relevant regions around the world, organizing the legislative precedents of major company law systems in the form of specialized topics, with the aim of providing helpful assistance for to understand and apply the new Company Law and conduct research on it.
In terms of structure, the book first outlines the main systems of the Company Law and then categorizes them into four parts: Company Establishment System, Company Organizational Structure and Governance, Capital and Share Transfer System, and Other Company Systems, each including related specialized topics. The specific content covers 23 topics such as the shareholders' meeting system, board of directors system, supervisory board system, capital system, corporate veil lifting system, one-person company system, etc. Under each topic, the main specific systems involved are included, and the foreign legislation is presented in the order of countries and regions. All major changes related to the new Company Law amendment, such as company property rights, indirect investments, corporate veil lifting, company capital, related-party transactions, protection of minority shareholders, one-person company system, share repurchases, listed companies, and the duties of directors, supervisors, and senior management, are all covered in the book's topics.
The book's major feature is its comprehensive reflection of foreign company legislation in the form of specialized topics. For a long time, whether it was company law scholars, students, or researchers in the judicial, practical, or other fields of company law research, if they needed to understand the general foreign legislative overview of a certain system, they had to consult a large number of legal codes. This not only consumed a significant amount of researchers' time and effort but also made it a daunting task due to language barriers and other factors. Therefore, organizing foreign company legislation in a complete and systematic manner through specialized topics has become a highly meaningful endeavor.
Another significant feature of the book is its extensive sources. The company legislation of countries and regions with representative significance worldwide are all covered in the book. A total of 25 countries and regions' company legislation are selected, with more than half directly translated from English texts. These countries and regions not only include developed economies such as the United States, the United Kingdom, Japan, Germany, and France but also developing countries like India, Malaysia, Uzbekistan, and Brazil, as well as offshore company jurisdictions such as the Virgin Islands, one of the main locations for offshore company establishment. By referring to this book, readers can gain a comprehensive understanding of the foreign legislation related to relevant company systems.
This book is the first comprehensive work in China to reflect the company legislation of major countries and regions abroad. Its systematic arrangement and content are suitable for use by college students, teachers, and other learners and researchers of company law, as well as by legislative, judicial, administrative enforcement, and practical professionals. Due to the extensive work involved in organizing and translating the company legislation of numerous countries and regions, omissions and errors are inevitable. The compilers sincerely welcome readers' corrections and suggestions.