Company Law - (Second Edition)

Author: Shen Guiming
Publisher:
Publish Date: 2003-12-01
Features: With the corporate restructuring of state-owned enterprises and the implementation of the Company Law, China is quietly undergoing a great transformation that may be the most profound in its history. Enterprises are the cells of the social body. Changes in the internal structure of these cells will bring about profound and long-lasting changes to the social body. Companies structured and operated according to the Company Law will completely alter the internal framework of traditional enterprises in China, leading to changes in the relationship between enterprises and the government, a significant transformation in the investment mechanisms of the national economy, and the creation of a new platform for cooperation and competition among enterprises. The implementation of the Company Law will not only provide investors with excellent organizational models and investment channels, as well as a sound operational mechanism for companies, but it will also bring people new concepts of property and value, ensuring that people's thinking keeps pace with the modern market economy.
As a legal science, the Company Law has its own specific objects of regulation. The normative role of the Company Law in the establishment, operation, and liquidation of companies is irreplaceable by any other law. The Company Law has its own objective laws of development. From unlimited liability to limited liability for shareholders, and from shareholder-centricism to board-centricism, the Company Law develops along its own trajectory, independent of human will. The Company Law has its own unique characteristics. It not only contains norms of mandatory law but also includes norms of optional law, thereby demonstrating its distinctive charm.
The Company Law is highly inclusive, absorbing the essence of various legal disciplines to enrich and develop itself. Compared to other legal disciplines, modern Company Law has a relatively short history of development, yet its pace of development has been extremely rapid, making its influence on modern society increasingly significant. The current era is the age of the company, and the Company Law is a fundamental law of modern market economy. Although "corporate restructuring" is now a familiar term, and the promulgation of the Company Law of the People's Republic of China has been a decade old, the spirit and scientific principles of the Company Law may still be unfamiliar to most Chinese citizens. People's understanding of the Company Law is often based on their experiences with the corporate restructuring of state-owned enterprises. This situation is highly unsuitable for the rapid development of China's socialist market economy. Strengthening the education of Company Law and raising awareness of it are urgent needs to the socialist market economy system. We should approach the study, understanding, and application of the Company Law with a scientific attitude. Many of the problems encountered in the practical application of the Company Law in China are, to some extent, due to the failure to treat the Company Law with a scientific attitude, which has hindered its full play of role and even altered its form in practice. Improving company legislation in accordance with the essential requirements of the Company Law and implementing the Company Law based on its objective mechanisms are the basic requirements of treating the Company Law with a scientific attitude and are also fundamental requirements of the market economy.
Company Law is a highly applied discipline. However, we cannot adopt a short-sighted learning attitude solely because of its applied value. Learning, understanding, and researching the Company Law must focus equally on the actual implementation of the Company Law in real life and the mastery of its principles. In fact, at its core, both the legislative activities and judicial practices of the Company Law are specific applications of its principles. Correctly understanding and mastering the principles of the Company Law is extremely important, whether for those engaged in research on the Company Law or for those involved in practical work related to it. This book strives to explain the basic principles of Company Law and, through this, to interpret the relevant regulations of the Company Law. The book consists of twelve chapters, which can be divided into six parts:
The first part consists of the first three chapters, which explain the general principles of the Company Law and strive to demonstrate its spirit. The second part is Chapter 4, which explains the basic principles of company establishment and the relevant legal provisions. The third part consists of Chapters 5 and 6, which explain the basic principles of shareholder rights and company organization, as well as the principal system of company operations. The fourth part includes Chapters 7, 8, and 9, which explain the principles of legal norms for the operation and management of company assets. The fifth part consists of Chapters 10 and 11, which explain the principles of company change and liquidation. The last part is Chapter 12, which explains the principles and legal norms of the system for branches of foreign companies.