Successfully modified (latest revision)

Author: Qian Weiqing
Publisher:
Publish Date: 2005-06-01
Features: Successful Reform——Corporate Reform Operations and Litigation Practice is another work on state-owned enterprise (SOE) reform co-authored by Qian Weiqing, a lawyer at Deheng Law Firm in Beijing, following the publication of Legal Methods for SOE Reform (authored by Qian Weiqing, published by the China Legal Publishing House in December 2001). This book systematically introduces and evaluates various legal methods used in SOE reform since the reform and opening-up. Legal Methods for SOE Reform focuses on introducing and commenting on the various legal methods for corporate reform from the perspective of combining theory with practice. It provides detailed explanations on the origin, characteristics, content, procedures, and practical issues of each reform method. Unlike Legal Methods for SOE Reform, this book places greater emphasis on practical operations during the reform process, specifically the specific operational aspects and disputes and litigation arising from reform.
In terms of reform operations, it no longer seeks to cover all aspects of various reform methods comprehensively. Instead, drawing on the long-term experience of co-author Li Zhihui in guiding SOE reform and recent reform policies issued by relevant state authorities, it provides a detailed introduction to the policy basis and specific operations of common elements in mainstream reform methods, such as asset valuation, employee status replacement and compensation, the establishment of corporate governance structures, the choice of corporate forms post-reform, and related registration. This is aimed at guiding reform practice and enhancing the book's practicality. Regarding disputes and litigation related to reform, it focuses on the understanding and application of the Supreme People's Court's Provisions on Several Issues Concerning the Trial of Civil Disputes Related to Corporate Reform, providing annotations and case examples to illustrate the application of relevant legal principles.
It can be said that the previous book systematically reviews and summarizes the various legal methods for SOE reform since the reform and opening-up, thus placing greater emphasis on the theoretical level. In contrast, this book provides a comprehensive introduction to how various reform methods, especially the key aspects of corporate restructuring, are operated and understood and applied, as well as the Supreme People's Court's recent interpretations on SOE reform disputes. Therefore, it places greater emphasis on the practical level. As mentioned earlier, this book focuses on the specific operational aspects and litigation practice during the reform process, with content largely centered around these areas.
The book consists of main text and appendices. The main text includes an introduction, the basic elements and operations of SOE reform, litigation research related to corporate reform, an empirical examination of current SOE reform, and typical case studies of litigation related to reform. The appendices collect the names of important laws, regulations, rules, and policies frequently used in SOE reform and litigation, providing readers with a reference for searching and reviewing during the reform or litigation process.
Part I: Introduction
This part provides a concise and accessible overview of fundamental issues related to SOE reform, such as the development history and current reform of SOEs, the basic procedures and methods of SOE reform, and the basic legal issues involved. It aims to give readers a preliminary understanding of the nature, process, basic methods, procedures, characteristics, and development trends of SOE reform under the new circumstances, laying a foundation for reading and applying subsequent chapters.
Part II: Basic Elements and Operations of SOE Reform
Combining recent policy guidelines on employee status replacement and compensation, state-owned asset equity valuation, and other aspects issued by relevant state authorities (such as the Ministry of Finance's No. 313 document in 2002 and the No. 859 document jointly issued with other ministries and commissions), this part provides a comprehensive introduction to the legal or policy basis and specific operations of key elements in SOE reform, including employee status replacement and employee shareholding, property rights demarcation and asset valuation during reform, asset restructuring and related legal issues, the establishment and modification of corporate governance structures, the choice of corporate forms post-reform, and related registration. The author aims to guide readers in utilizing national preferential policies for reforming enterprises and their employees during the design and implementation of reform plans, thereby maximizing the protection of the legitimate rights and interests of employees and operators while preventing the loss of state-owned assets. Regarding the agency and legal services (consulting, valuation, legal services provided by intermediaries) in SOE reform, these are not operational elements of the reform process, but such intermediaries are essential to the smooth progress of reform, hence their inclusion as a chapter in this part.
Part III: Main Types and Operations of SOE Reform
This part includes three chapters, providing detailed introductions to typical operational models of SOE reform in practice, such as management buyouts (MBO), foreign mergers and acquisitions of SOEs, and the participation of private enterprises in SOE reform.
Part IV: Empirical Examination of Current SOE Reform
This part serves as a response to the content of Part II. After introducing the operational aspects of key elements in SOE reform in Part II, this part conducts an empirical examination of successful and unsuccessful cases of SOE reform, analyzing their strengths and weaknesses and summarizing successful experiences and lessons learned from failures. This is intended to provide readers with references for designing and implementing reform plans.
Part V: Litigation Research Related to SOE Reform
This part consists of two sections. The first section provides an overview of the basic issues involved in disputes and litigation related to SOE reform, while the second section provides annotations and case studies of the Supreme People's Court's recent interpretations on SOE reform cases. The first section, an overview of disputes and litigation related to SOE reform, discusses the concepts, characteristics, and scope of such disputes and litigation, property rights disputes and litigation arising from SOE reform, debt liability disputes and litigation arising from SOE reform, other disputes and litigation in SOE reform, the basic basis and principles for mediating disputes and litigation related to SOE reform, and the background, process, and significance of the issuance of the interpretation. This section serves as a general introduction to the book, guiding and supporting the following section while also providing a comprehensive and forward-looking perspective (given the Supreme People's Court's interpretation is somewhat reactive). It aims to provide readers with theoretical guidance for understanding and applying the following section. The second section, an in-depth analysis of the Supreme People's Court's Provisions on Several Issues Concerning the Trial of Civil Disputes Related to Corporate Reform, focuses on annotating the content of the interpretation article by article. The annotations include the understanding of key terms in the article, the main purpose and spirit of the article, the legal principles it embodies, and its origins in other fundamental civil laws. For the convenience of readers, the annotations also include relevant legal provisions (including interpretations) and case studies illustrating the application of the principles reflected in the article. This is intended to help readers understand the relationship between the interpretation and other fundamental civil laws, providing guidance for accurately identifying legal grounds and applying the interpretation in litigation practice.
Part VI: Typical Case Studies of Litigation Related to SOE Reform
This part serves as a response to the content of Part III. By introducing and analyzing several major and complex cases of litigation related to reform, it demonstrates how to identify the key issues in cases, the author's insights into the main issues, and the litigation strategies and techniques that lawyers and parties should adopt in litigation, thereby providing guidance for readers involved in litigation.
The appendices collect the names of laws, regulations, rules, and policy documents frequently used in SOE reform and litigation, allowing readers to search and reference them according to different needs, thereby enhancing the practical utility of the book. Additionally, the appendices list the reference books for this book.