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.
English practice note explaining the five-year capital contribution period, articles disclosure of payment dates, simplified capital reduction, and transition rules under the revised Company Law.
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.
English abstract and article page analyzing related-party guarantees, creditor review duties, internal corporate approval, and the deterrence function of Company Law limits on guarantees.
中国公司越权担保效力的裁判路径研究——基于106份裁判案例的实证分析
Empirical article on 106 Chinese judgments concerning ultra vires corporate guarantees, focusing on representative authority, article 16 approval limits, and counterparty review duties.
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.
Comparative article on partly paid shares, stricter contribution rules in China's new Company Law, and the continued use of paid-up capital for distributions and pre-emption rights.
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.
与公司法强制性规范冲突的公司章程条款无效
A company-law autonomy reading emphasizing that articles may organize internal affairs but cannot displace mandatory Company Law norms.
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.
English practice note series identifying matters in articles of association that companies should review or customize after the revised Company Law.
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.
English explainer on the 2025 company-registration implementation measures, including registration items, filing obligations, deregistration, supervision, and penalties.
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.
论公司内部监督机制：基于监事法律责任的实证分析
Empirical analysis of supervisors' legal responsibility and the practical limits of China's internal supervision mechanism before the revised Company Law's audit-committee transition.
Explains draft judicial interpretation article 12 on shareholder agreements, articles of association, and when private shareholder agreements may affect the company.
English practice note summarizing draft judicial-interpretation rules on valuation, non-monetary contributions, debt set-off, defective contribution liability, acceleration, forfeiture, director duties, withdrawal, and illegal capital reduction.
A systematic English-language account of China's company-law regime, including corporate personality, limited liability, formation, governance, controller influence, finance, shareholder rights, CSR, and corporate exit.
股东压制的公司法救济：英国经验与中国实践
Comparative article using the UK's unfair-prejudice remedy to analyze Chinese close-company shareholder oppression and the remedial role of abuse-of-rights doctrine.
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.
公司设立瑕疵法律规制比较研究
Compares ex ante control of formation defects with ex post remedies after registration, drawing lessons for China's defective-formation regime.
股东的代表诉讼提起权比较研究（一）
Comparative discussion of shareholder representative-action standing, incentives, and the distribution of litigation benefits between the company and the suing shareholder.
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.
公司利益缺失下的利益冲突规则——基于法律文本和实践的反思
Classic critique of Chinese conflict-of-interest rules, arguing that rules on related-party transactions and fiduciary duties cannot work well without a clearer account of company interest.
HKEX consultation conclusions adopting amendments to the Corporate Governance Code and Listing Rules, including board effectiveness, director training, INED tenure, and governance disclosures.
公司治理中的控股股东及其法律规制
Analyzes controlling shareholders as a central issue in Chinese corporate governance and argues for legal constraints on control rights, tunneling, and excessive intervention in company decision-making.
Analyzes the development of China's capital formation system, the relationship between subscribed and authorized capital, and perceived deficiencies in draft Company Law reform.
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.
坚持依法从严 持续提升执法有效性和震慑力——2025年中国证监会执法情况综述
Official CSRC review of 2025 enforcement, including data on information disclosure cases, financial fraud, controller tunneling, market bans, and criminal referrals involving listed-company key actors.
股东出资义务履行不正常的债法评价及其公司法衔接
Analyzes abnormal performance of shareholder contribution obligations through a dual debt-law and company-law framework, including deadline, method, party, and exemption problems.
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 doctrinal study of Singapore directors' understanding of their legal duties, combining corporate-law doctrine with survey evidence.
Empirical and comparative study of directors' duty of care in Chinese courts, including standards of review, evidentiary burdens, business judgment ideas, and liability insurance.
股东治理协议与股东会决议关系之辨
Analyzes shareholder governance agreements as a distinct close-company governance tool and their relationship with shareholders' meeting resolutions.
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.
公司登记形式审查中的注意义务
Explains that company registration review is mainly a legality review of complete statutory materials, with authenticity and legality checks limited by what the authority can reasonably identify.
商事瑕疵登记的效力分析
Classifies commercial registration effects into foundational effects and specific internal, external, statutory, and agreed effects, and argues that judicial review of defective registration belongs with courts.
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 section 172 of the Companies Act 2006 and the UK's enlightened shareholder value model for directors' duties and stakeholder considerations.
企业注销指引（2025年修订）
Administrative guidance on market exit, dissolution, liquidation, creditor announcements, tax and social-insurance cleanup, ordinary deregistration, simplified deregistration, and bankruptcy-related deregistration.
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.
English article using a fraudulent registration-change case to analyze risks in China's notify-commit market-entity registration mechanism.
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.
公司法上的受信义务：评新《公司法》的相应修改
Analyzes the revised Company Law's fiduciary-duty architecture, including duties of loyalty and diligence, conflicted transactions, corporate opportunities, and expanded responsibility for controllers and de facto controllers.
民营经济促进法正式施行这一年
NDRC implementation review describing the first year of the Private Economy Promotion Law, including legal implementation, administrative inspection reform, judicial and procuratorial protection, financing support, and private-economy development indicators.
设立协议与公司章程的适用关系
Explains the practical rule that articles normally govern corporate-organization matters, while formation agreements may supplement non-conflicting shareholder obligations and non-governance arrangements.
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.
Leading UK company-law treatise covering corporate personality, incorporation, capital, governance, directors' duties, shareholder remedies, and corporate finance.
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.
《公司法》第二次修订对公司法律制度的完善与未来展望
Discusses the 2023 Company Law revision, including the clarified loyalty and diligence duties, the good-manager standard, legal representative responsibility, and representative litigation reforms.
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.
董事勤勉义务制度的利益衡量与内涵阐释
Explains why China's diligence duty needs more concrete standards and relates diligence review to information gathering, supervision, compliance, business judgment, proof, and judicial review.
Discusses draft judicial-interpretation innovations including resignation and removal of legal representatives, registration expungement, and transaction-security effects.
公司法定代表人越权担保效力判断的解释基础——基于最高人民法院裁判分歧的分析和展开
Analyzes Supreme People's Court divergences on unauthorized corporate guarantees and argues that the core issue is attribution of the representative act to the company, not only validity of the guarantee contract.
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.
金三江（肇庆）硅材料股份有限公司向不特定对象发行可转换公司债券募集说明书提示性公告
Current example of a Shenzhen-listed company issuing RMB 290 million in convertible bonds, with original-shareholder priority allocation, face-value issuance, six-year maturity, coupon schedule, redemption, put-back, and conversion mechanics.
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.
公司章程“另有规定”的司法裁判问题研究
Discusses how courts should evaluate articles clauses that seek to replace or exclude default Company Law rules through the statutory formula 'unless otherwise provided in the articles'.
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.
Institutional analysis of why formal Chinese corporate-governance rules may underperform when courts, regulators, markets, and gatekeepers do not supply effective enforcement.
公司经营范围的法律属性研究
Argues that companies retain ordinary civil capacity outside registered business scope and that the validity of company acts should not depend mechanically on scope overreach.
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.
公司超范围经营之法律后果研究——兼论无关联主义
Argues that business scope is a special commercial capacity category rather than the whole of corporate civil capacity, so contracts beyond scope should be assessed on their own validity.
公司设立登记瑕疵的法律效力与民事责任
Analyzes defective company formation registration as a hybrid of public-law registration and private-law company formation, focusing on public credibility, opposability, proof, and civil liability.
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.
公司登记机关审查虚假证明文件若干法律问题的思考
Discusses the legal effect of registrations based on false supporting documents and the scope of registration authorities' review obligations and liability.
公司章程法律问题研究
Surveys the articles of association as the company's constitutional document and examines why Chinese practice historically underused articles as an internal governance instrument.
公司章程法律性质研究
Explores articles as autonomous rules binding the company, shareholders, and managers, with attention to temporal, spatial, personal, and public-facing effects.
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.
论公司越权合同的法律效力
Older scholarship defining corporate ultra vires contracts as contracts beyond the articles or business scope and reflecting the traditional capacity-based approach.
论控制股东和实控人滥用公司控制权时对弱势股东的赔偿责任
Argues for liability of controlling shareholders and actual controllers when control abuse harms minority shareholders, including the direct/indirect loss distinction and former-shareholder claims.
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.
资本多数决原则与控制股东的诚信义务
Classic Chinese scholarship arguing that majority rule can enable controller abuse and should be constrained by a good-faith duty owed by controlling shareholders.
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.
从争议解决视角看新《公司法》下中小股东权利保护
Maps the 2023 Company Law's shareholder-rights changes from a dispute-resolution perspective, including proposals, voting, information rights, resolution challenges, derivative litigation, dividends, pre-emption, repurchase rights, transfer rights, and dissolution.
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.
Comparative article on England and Hong Kong derivative actions, including statutory reform, survival of common-law actions, and the treatment of multiple derivative claims.
公司章程的性质
Reference entry summarizing the debate over whether company articles are contractual, autonomous-regulatory, or a hybrid company-law instrument.
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.
新《公司法》下股东退出新路径
Practice discussion of shareholder exit under the revised Company Law, including oppression-based repurchase, share transfer, capital reduction, dissolution, liquidation, and compulsory deregistration.
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.
论股东出资义务之“加速到期”——认可“非破产加速”之功能价值
Influential article defending the functional value of non-bankruptcy acceleration of shareholders' subscribed capital obligations where a company cannot pay due debts.
股东身份认定问题探析——兼论工商登记的性质
Discusses how shareholder registers, business registration, transfer agreements, dividend records, articles, and contribution agreements should be weighed when shareholder identity is contested.
论股东名册的法律地位
Examines the shareholder register after the 2023 Company Law, arguing that it should be treated as primary proof of shareholder rights in organizational law without becoming a right-creating instrument.
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.
公司法人“经营范围”研究
Discusses business scope as a registered company matter and compares the decline of ultra vires rules in common-law and civil-law jurisdictions.
重塑资本形成：授权资本制的本土化建构
Chinese scholarship comparing authorized capital and legal capital systems and arguing that China's introduction of authorized capital requires coordination with contribution forms, subscription rules, issuance remedies, and shareholder protection.
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.
UK government white paper proposing reforms to audit, corporate reporting, internal controls, dividends, capital maintenance, director accountability, and regulatory oversight.
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.
论公司设立登记撤销制度——以《公司法》第199条的适用展开
Analyzes revocation of company formation registration as an administrative remedy for substantive formation defects, including statutory conditions and the relationship with registration regulations.
SGX RegCo report on Mainboard issuers' disclosure against Singapore's Code of Corporate Governance, designed to improve comply-or-explain reporting and board governance practices.
Empirical work on Chinese shareholder derivative litigation, finding meaningful use after the 2005 Company Law but continued limits from standing, procedure, incentives, and evidence.
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.
新《公司法》下的股东知情权
Practice discussion of the expanded information-right regime under the 2023 Company Law, including copy rights, accounting vouchers, wholly owned subsidiaries, refusal grounds, former shareholders, and listed-company disclosure constraints.
法答网精选答问（第九批）
SPC-selected answers explaining that reverse veil piercing should generally be unnecessary except in personality-confusion settings, and discussing whether creditors may obtain direct payment when shareholder contributions are accelerated.
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.
English analysis of draft Company Law interpretation article 10, focusing on the non-transferability of statutory powers between shareholders' meetings and boards.
最高检涉民营经济诉讼监督与违规异地执法、趋利性执法司法专项监督材料
SPP materials on 2025 procuratorial supervision involving private economy protection, including special supervision of improper cross-region enforcement and profit-driven enforcement, withdrawn investigations, non-prosecution, and release or return of unlawfully frozen or seized property.
SEC staff report on the January 2021 meme-stock episode, market structure, retail order flow, options trading, clearing, and issues for further regulatory consideration.
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.
Classic article contrasting agency theory with stewardship theory and asking whether trust, unified leadership, and managerial professionalism can improve governance outcomes.
Foundational stakeholder-theory work arguing that business strategy and governance should account for relationships with parties who affect or are affected by the firm.
公司设立制度研究
Systematic study of company formation, including articles content, statutory requirements, amendment directions, effective time, and binding scope.
公司章程效力研究
Studies the effectiveness of articles as a mandatory legal document covering company name, purpose, business scope, organ structure, rights and obligations, and contribution arrangements.
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.
Comparative and functional account of corporate law built around legal personality, limited liability, transferable shares, delegated management, investor ownership, and agency problems.
Influential argument for expanding shareholder power over governance arrangements, charter amendments, and major corporate decisions in U.S. public companies.
Explains the revised registered-capital regime, including the five-year payment period for limited liability company subscriptions, defective contribution rules, acceleration, shareholder disqualification, and capital reduction.
公司法中复数协议的竞合：论股东协议、公司决议与公司章程之区分
Analyzes shareholder agreements, corporate resolutions, and articles of association as different forms of shareholder consensus with different parties, formation methods, permissible content, and legal effects.
Empirical and comparative study of Chinese independent directors' monitoring role, independence problems, and institutional constraints.
Comparative article tracing the decline of the corporate ultra vires doctrine across Greater China and asking whether statutory convergence reflected deliberate harmonization or parallel reform pressure.
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.
公司法上信义义务的体系构成
Explains the revised Company Law's fiduciary-duty system by separating status-based duties, conduct-based duties, and responsibility allocation for directors, supervisors, senior managers, controlling shareholders, and actual controllers.
Foundational agency-cost article linking ownership structure, managerial incentives, debt, outside equity, and the separation of ownership and control.
Comparative and empirical account of the first decade of China's Enterprise Bankruptcy Law, including professionalization, judicial development, and changing insolvency practice.
上市公司股东减持新规解读
Practice note on the 2024-2025 share-reduction framework for listed-company major shareholders and de facto controllers, including disclosure, sale limits, lock-ups, prohibited disposals, and exchange rules.
理解有限公司中的股东压迫问题——最高人民法院指导案例10号评析
Critiques a formal resolution-validity approach to Guiding Case No. 10 and argues that close-company oppression can appear through formally valid board or shareholder decisions.
新公司法上利益冲突交易的统一规制
Analyzes how the revised Company Law unifies regulation of related-party transactions, corporate opportunities, and competing business under an interest-conflict framework.
有限责任公司章程限制股权转让效力问题研究
Analyzes the validity of limited-liability-company articles restricting equity transfers, drawing on Company Law article 71 and related judicial 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.
Monograph on Chinese venture capital law, including venture-capital contracting, valuation-adjustment mechanisms, investor protection, and exit arrangements.
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.