The board of a medium-sized company holds a 20-minute online meeting to remove the general manager, approve a related-party service contract, and replace the supervisor with an audit committee. The minutes are short and only two directors sign.
Separate authority, notice, quorum, voting, minutes, signatures, and articles. A commercially poor decision is not automatically an illegal decision.
Students should use the facts to classify each decision. The discussion should connect corporate autonomy with procedural discipline and ask what a court can review.
Exercise sources
中华人民共和国公司法
The core statute for Chinese companies, covering legal personality, registration, capital, corporate organs, directors' duties, state-invested companies, bonds, accounting, restructuring, dissolution, liquidation, and liability.
最高人民法院关于适用《中华人民共和国公司法》若干问题的规定（四）
Judicial interpretation focused on company resolutions, shareholder information rights, profit distribution, pre-emption rights, and derivative litigation.
指导案例10号：李建军诉上海佳动力环保科技有限公司公司决议撤销纠纷案
A company-resolution case emphasizing the limits of judicial review where the dispute concerns business judgment rather than procedural or charter illegality.
A global benchmark on shareholder rights, institutional investors, disclosure, board responsibilities, sustainability, and market integrity.