Reading room
Policy materials, scholarly work, and official background notes that help students move from black-letter rules to institutional analysis.
Comparative study of core elements of Chinese and English company law, useful for basic institutional comparison across legal traditions.
A comparative study of fiduciary-duty concepts in Chinese company law and Anglo-Australian jurisdictions.
有限责任的诸派纷争综述
Organizes debates over limited liability around justification, value judgment, external risk, and efficiency.
公司的有限责任及其衍生规则进化
A monograph on the evolution of corporate limited liability, including legal fiction and realist theories, property and organizational dimensions, shareholder primacy, and company primacy.
A thesis on the legalization of veil piercing in China's 2006 Company Law and the ambiguity and narrowness of the early statutory doctrine in practice.
有限责任制度研究
Treats limited liability as a traditional cornerstone of company law and explains its value in reducing risk, encouraging investment, and lowering transaction and management costs.
論大陸公司法上有關有限責任公司之概念與特性
Analyzes the limited liability company form in Mainland China, including state-owned companies, foreign-invested enterprises, one-person companies, and ownership-control separation.
新《公司法》下法定代表人涤除登记之诉的裁判要点
Practice note summarizing post-Company Law adjudication points for legal representative expungement, including lack of substantive connection and internal-remedy expectations.
法定代表人登记涤除纠纷的裁判路径与程序衔接
Addresses how courts should coordinate adjudication and registration procedure when a legal representative seeks expungement, especially where the company is distressed, revoked, or bankrupt.
A Frontiers of Law in China symposium issue on the 2023 Company Law revision, including control regulation, shareholder-rights protection, capital contribution acceleration, director liability, and reverse veil piercing.
论越权代表行为的效果归属与责任承担——以法释〔2023〕13号第20条为中心
Analyzes Article 20 of the Contract Book Interpretation and argues that ultra vires representative contracts are pending attribution rather than automatically invalid.
Case-study analysis of listed-company bankruptcy reorganizations in China, focusing on local government intervention and the gap between reorganization law and practice.
Influential account of Chinese state capitalism that looks beyond formal ownership to personnel, party-state influence, finance, regulation, and networks.
Uses listed-company data to test whether active CSR performance and stronger governance structures reduce corporate legal risk.
Accessible overview of the 2023 Company Law revision, including capital contribution periods, governance structure, legal representatives, duties, and transition issues.
Critical account of the 1993 Company Law's compromises, especially as China moved from state ownership and administrative allocation toward securities offerings and corporate reorganization.
Early assessment of China's company law as part of the transition from planned economy to market-oriented enterprise organization.
Examines China's efforts to build bankruptcy infrastructure and reduce state involvement, while explaining why case numbers and market-based implementation remained limited.
Analysis of the Mainland-Hong Kong pilot framework for recognizing and assisting Hong Kong insolvency proceedings, and its significance for cross-border insolvency reform.
Contextual account of China's VIE structure, using the Sina/NASDAQ model and anticipated foreign-investment law changes to analyze contractual control.
Case note on pharmaceutical companies defeating claims based on guarantee clauses signed by legal representatives who exceeded their authority.
Argues that veil piercing in China's civil-law system needs specific codified guidelines and that the early 2006 statutory language was too ambiguous.
A systematic English-language account of China's company-law regime, including corporate personality, limited liability, formation, governance, finance, shareholder rights, CSR, and corporate exit.
公司法人人格否定制度之判决比较
Compares Chinese personality-denial doctrine with German direct-claim theory and U.S. veil-piercing judgments.
竞争与发展：公司法改革面临的主题
Frames company-law reform through global economic competition, reduced operating costs, reduced business risks, and respect for companies as private legal actors.
公司法修改的理念信守与路径考察
Explores the underlying legal ideas and reform pathways that should guide company-law revision at a macro level.
A historically rich comparative account arguing that Chinese kinship institutions performed corporation-like functions, challenging simple transplant narratives about modern company law.
Overview of Chinese LLC governance, including shareholders, legal representatives, directors, supervisors, senior management, meetings, powers, and liabilities under the revised Company Law.
A background report on Chinese listed-company governance, useful for institutional context even though later reforms must be checked separately.
Study of China's Enterprise Bankruptcy Law after its first decade, focusing on reform history, practical enforcement limits, institutional constraints, and market-exit policy.
资本显著不足的情况下公司法人人格否认制度研究
Argues that serious mismatch between registered capital, business scale, and debt scale should be considered when deciding whether to deny corporate personality.
English-language discussion of the Company Law's CSR clause, its legislative history, and its implications for Chinese corporate governance.
新《公司法》中公司的社会责任
Analyzes how CSR moved from a theoretical issue into Chinese company legislation after the 2005 revision.
公司的社会责任——对传统公司法基本理念的修正
Explains CSR as a correction to the traditional shareholder-profit view of company law while warning that Chinese law should remain cautious about over-generalizing CSR legislation.
Study of veil-piercing practice in China after codification, focusing on abuse of corporate form, creditor protection, and proposed improvements to enforcement.
Uses Chinese SMEs as a setting for studying CSR, noting China's hard-law CSR requirements and the distinctive local development of an imported CSR concept.
论公司法定代表人与其他人员越权的差异
Explains why ultra vires acts by a registered legal representative differ from unauthorized acts by ordinary personnel under China's single legal representative model.
Explains the revised Company Law's Article 191 system for direct third-party compensation claims against directors and senior executives, including legal representatives where relevant.
Examines the development and enforcement of directors' fiduciary duties in China, emphasizing vague legal texts, formalized judgments, and judicial reluctance in listed-company disputes.
Empirical and comparative study of directors' duty of care in Chinese courts, including standards of review, evidentiary burdens, business judgment ideas, and liability insurance.
Explains draft judicial-interpretation rules on resignation or removal of legal representatives, related-party guarantees, and veil piercing.
越权代表的二元结构与审查义务——《合同编解释》第20条的发展与创新
Explains Article 20's distinction between statutory and agreed limits on representative power and the intermediate reasonable-review duty imposed on counterparties.
Practice note on employee congresses, employee directors or supervisors, and the revised Company Law's employee-participation obligations for larger companies.
Examines how Chinese courts use fiduciary-duty provisions as a basis for liability against corporate wrongdoers, and how company-law enforcement interacts with tort concepts.
Analysis of liquidation duties in Chinese corporate law, including creditor-regarding duties, insider moral hazard, and reform options for distressed companies.
Article on corporate capital-system reform under the revised Company Law, with attention to capital contribution, creditor protection, and the policy choices behind the new regime.
Analysis of the 2014 liberalization of China's registered-capital system, useful as historical background to the 2023 revision's return to capital discipline.
Empirical and critical analysis of false disclosure by listed companies under China's securities-law framework, including public enforcement, private enforcement, and shareholder claims.
A global benchmark on shareholder rights, institutional investors, disclosure, board responsibilities, sustainability, and market integrity.
Leading post-Enron analysis of gatekeeper failure, auditor incentives, reputational intermediaries, and reform design in securities markets.
Practice overview of the revised Company Law's changes to legal representatives, registered capital, governance organs, shareholder rights, director duties, and liquidation.
Practical overview of employee director requirements under the revised Company Law and the compliance choices available to companies with larger workforces.
Case note explaining that a person's status as legal representative or actual controller is not, by itself, enough to prove a contract was signed as a company duty.
论公司法定代表人的制度功能与定位修正
Explains legal representative doctrine through the meaning of representation and the choice of representative, emphasizing an agency-based understanding.
Analyzes why institutional investors in Chinese listed corporations are often passive, distinguishing SOEs, privately owned enterprises, strategic investors, and different types of institutional investor.
Analyzes party-building reforms in Chinese SOEs and the power struggle among CCP organizations, boards, managers, and state-owned asset institutions.
Discusses draft judicial-interpretation innovations including resignation and removal of legal representatives, registration expungement, and transaction-security effects.
越权代表规范群的解释论展开
Develops an interpretive account of the group of rules governing ultra vires acts by the single legal representative.
Analysis of the 2014 removal of minimum capital requirements and its effects on shareholder liability, creditor protection, and empty-shell company risk.
Overview of the 2005 Company Law reform, including articles of association, capital requirements, LLCs, information rights, veil piercing, loans, and remedies.
Analyzes China's Circular 698 tax rules as an expansive and extraterritorial analogue to veil piercing, comparing the policy with traditional company-law justifications.
Comparative study of duty-of-care review in the United States and China, useful for testing whether business-judgment ideas fit Chinese company-law enforcement.
有限责任制度的法经济学分析
Uses law-and-economics analysis to evaluate the functions and limits of limited liability.
Historical and economic account of entity shielding, arguing that protecting firm assets from owners' personal creditors is central to the emergence of the modern firm.
公司法定代表人行为法律后果分析
Explains the basic rule that the enterprise legal person bears civil responsibility for business activities conducted by its legal representative and staff.
超越代表权法定限制缔约行为的法律评价
Argues that statutory-limit violations should be evaluated through reliance, public-law legality, and responsibility rules rather than by expanding the legal representative into a general company boss.
法定代表人：不容忽视的角色
Introduces the central position of the legal representative in China's company power structure and the rigidity of the single legal representative model.
Early English-language analysis of limited liability under China's first national Company Law, using the United States as a comparative reference point.
Uses the introduction of veil piercing in Chinese company law as a shock to study pollution behavior, finding reduced pollution intensity and fewer highly polluting firms.
Analyzes public shareholder monitoring and governance participation in China's concentrated capital markets, with attention to distinctive Chinese channels for shareholder involvement.
Empirical study of minority shareholder protection in major Chinese listed companies, focusing on state blockholdings, related-party transactions, civil remedies, and independent directors.
商务部、市场监管总局有关司局负责人就《外商投资信息报告办法》有关问题答记者问
Official explanation of the foreign-investment information reporting system, including reporting channels, integration with market registration, annual reporting, and supervision.
国家发展改革委有关负责同志就《外商投资准入特别管理措施（负面清单）（2024年版）》答记者问
Official explanation of the 2024 foreign-investment negative list, including the policy background, reduction from 31 to 29 measures, and removal of manufacturing restrictions.
法定代表人职权的规范路径及其司法应用
Analyzes abuse and hollowing-out of legal representative powers, and argues for judicial restraint, internal-external distinction, and refined responsibility allocation.
关于《中华人民共和国公司法（修订草案）》的说明
Legislative background on the revision's policy aims, including modern enterprise governance, capital contribution rules, board-centered governance, and creditor protection.
全国人民代表大会常务委员会执法检查组关于检查《中华人民共和国企业破产法》实施情况的报告
Official report on the implementation of the Enterprise Bankruptcy Law, identifying practical obstacles such as weak use of bankruptcy, long proceedings, coordination difficulties, and low recovery rates.
Comparative data on corporate governance frameworks across 52 jurisdictions, including shareholder rights, board structures, sustainability disclosure, ownership patterns, and recent law reforms.
Country note summarizing China's corporate governance framework, recent reforms, shareholder rights, board rules, public equity ownership, sustainability reporting, and regulatory architecture.
International guidance on state ownership, professionalized ownership functions, SOE boards, disclosure, sustainability, responsible business conduct, and competitive neutrality.
Challenges the assumption that a company must be a profit-making limited-liability entity and uses semantic, functional, comparative, and economic analysis to rethink corporate forms.
Examines stakeholder-oriented provisions in the 2023 Company Law, including stakeholder interests, employee engagement, workforce directors, shareholder rights, and directors' duties.
Empirical study of Chinese derivative-action cases before and after the 2005 Company Law, including closely held company use, standing problems, and horizontal claims against controllers.
Analyzes green governance under the revised Company Law, directors' environmental care duties, corporate charters, ESG disclosure, and business-judgment protection.
The first comprehensive empirical study of Chinese veil-piercing cases under the post-2005 statutory regime, comparing Chinese practice with common-law studies.
Uses difference-in-differences analysis to examine whether the 2005 veil-piercing amendment improved creditor protection through debt-paying capacity.
Case note on holding legal representatives jointly liable with companies for malicious trademark infringement and unfair competition through corporate-veil abuse.
Comparative analysis of veil piercing across common-law and civil-law systems, including China, Germany, England, Singapore, and the United States.
刺破隐名投资人的双重面纱
Discusses how corporate personality and shareholder limited liability can be abused through dormant investment arrangements and how veil piercing may respond.
Empirical assessment of private securities litigation in China, analyzing shareholder claims, causation, damages, procedure, and the role of regulatory enforcement.
Current analysis of board-level employee representation under China's new Company Law, tracing the evolution and policy rationale of employee directors.
理性对待企业社会责任——兼评我国《公司法》中的企业社会责任条款
Argues that CSR in the Company Law should be treated rationally: not as an empty declaration, but as a value embedded across related company-law provisions.
Empirical working paper arguing that codification of horizontal veil piercing in Article 23(2) has coincided with accelerated and more standardized creditor-friendly piercing decisions.
A scholarly analysis of how the revised Company Law frames director duties in state-invested companies and the tension between company and state loyalties.
企业社会责任规制与适用
Uses Company Law and related external laws to discuss the social and legal sources of CSR and how enterprises can better fulfill social responsibility.
企业社会责任法律规制效能提升研究
Discusses the theory, value, implementation pathways, rights protection, resources, and remedies needed to improve CSR legal regulation.
我国公司法定代表人规则的重塑
Argues that adding the manager as a possible legal representative did not solve concentrated-power problems and instead intensified uncertainty over authority and responsibility.
Empirical and institutional analysis of China's corporate insolvency procedures, arguing that the Enterprise Bankruptcy Law has not fully achieved its legislative objectives.
股东有限责任的制度重述与规则适用——历史和比较视角的考察
Restates shareholder limited liability from historical and comparative perspectives, arguing that shareholders owe contribution duties to the company rather than direct external debt liability.
刺破公司面纱规则的重述
Restates veil piercing as a mechanism that has expanded from controlling-shareholder abuse of limited liability to broader regulation of abusive control by actual controllers and affiliates.
法定代表人法律地位之再思考
Critiques the rigid single legal representative model and examines the legal problems raised by nominee legal representatives and exceptions to the single-organ view.
回归与修正：对公司本质的重新解读——兼评《中华人民共和国公司法》的相关规定
Argues that corporate legal personality is an external feature, while the more basic nature of the company is as an investment vehicle through which shareholders hold ownership interests.
Empirical study of Chinese shareholder inspection-right cases from 2012 to 2017, with comparative attention to U.S. experience.
《公司法》修订背景下的股东知情权制度检讨：比较与实证的视角
Comparative and empirical study of shareholder inspection rights during the Company Law revision, focusing on access to information, abuse concerns, and litigation design.
最高法召开发布会 介绍法院破产审判工作情况
SPC press materials introducing bankruptcy trial work, the national bankruptcy-trial conference minutes, and typical bankruptcy cases.
《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）》新闻发布会
Official explanation of the judicial interpretation covering resolution validity, information rights, profit distribution, pre-emption rights, and derivative suits.
新《公司法》中的国家强制——兼论公司法国家强制规范的自然规则化
Explains why mandatory norms in the revised Company Law respond to minority-shareholder vulnerability, creditor externalities, information asymmetry, and the control rights created by corporate personality.
Studies SOE executive recruitment and career patterns to explain politically bounded professionalism and governance constraints in large Chinese state-owned enterprises.
论法定代表人角色重塑的体系化解释——兼评公司法司法解释草案之完善
Argues for moving the legal representative from the myths of company boss and first-responsible person toward an agent and fault-based responsibility model.
Post-revision reflection on subscribed registered capital, contribution obligations, acceleration, defective equity transfers, and the credit function of registration.
Empirical and comparative study of Chinese independent directors' monitoring role, independence problems, and institutional constraints.
A classic comparative analysis of how fiduciary-duty ideas entered Chinese company law, and how statutory language and case law interact with Anglo-American concepts.
新《公司法》视角下董事信义义务的ESG转向
Explores how directors' fiduciary duties may shift toward ESG considerations under the revised Company Law.
Classic corporate-law theory explaining why legal entities do more than supply contract terms: organizational law enables asset partitioning that private contracts cannot reliably create.
刺破公司面纱规则的变迁与展望
Distinguishes forward veil piercing from reverse veil piercing and notes that Chinese statutory law mainly addresses forward piercing while judicial attitudes toward reverse piercing remain less clear.
English SPP guiding-case release addressing reasonable diligence where a legal representative provides a company guarantee and the counterparty claims good faith.
Influential analysis of the independent-director transplant in China and the institutional conditions that limit its monitoring function.
Argues that Chinese company law cannot be understood only as a tool for state objectives; the evolution of limited liability and corporate form also reflects an internal legal logic.
Classic account of the legal and institutional supports needed for strong securities markets, including disclosure, enforcement, investor remedies, and controlling-shareholder constraints.
Explains the practical role, authority, fiduciary duties, enforcement risks, and governance consequences of serving as a Chinese company's legal representative.
公司本质
Treats theories of the company's nature as the logical starting point for company-law theory and for deciding the boundary and design of corporate institutions.
Practice overview of how the revised Company Law restructures corporate governance, including legal representatives, board design, audit committees, and state-funded companies.
《公司法》社会责任条款的组织法定位与裁判进路
Argues that CSR clauses can become enforceable through articles of association and fiduciary-duty norms when companies adopt social-responsibility purposes.
我国公司法社会责任愿景的可能及其限度
Discusses why consensus on CSR is difficult and suggests a reflexive-law path through ESG disclosure to balance efficiency and fairness.
Detailed analysis of reorganization under China's Enterprise Bankruptcy Law and its performance during and after the global financial crisis.
Argues that the legal representative should be regarded as an agent rather than an organ, and that the general meeting can exercise representative power in limited governance-failure settings.
Argues that China's legal representative is better understood as an agent and asks when shareholders' meeting reserve power can operate if ordinary company organs fail.
Skeptical account of derivative actions in China, arguing that shareholding thresholds, judicial weakness, and enforcement limits constrain their governance effect.
Comparative and empirical account of the first decade of China's Enterprise Bankruptcy Law, including professionalization, judicial development, and changing insolvency practice.
新《公司法》的价值取向、调整功能与制度设计
Explains the 2005/2006 Company Law revision through deregulation, stricter duties, stronger supervision, investor protection, operational flexibility, and a balance between efficiency and safety.
Develops a public-interest framework for CSR in China and treats the 2023 Company Law's social-responsibility language as a basis for legal realization.
Examines VIE structures used to access restricted Chinese sectors and asks whether continuing legal uncertainty is part of China's regulatory strategy.
Explains the mechanisms of Chinese state capitalism through vertically integrated business groups, personnel control, finance, policy coordination, and state-linked governance networks.
Open-access article reassessing Chinese veil piercing after the revised Company Law's recognition of horizontal veil piercing among companies under common control.