State Mandatory Provisions in the New Company Law

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.

Brief English Introduction

Xie argues that Chinese company law must coordinate private autonomy with state-mandated rules. Mandatory norms are justified where separate legal personality and limited liability create risks for minority shareholders, creditors, or less informed outsiders.

Use It For

Use this to frame Article 1 and the basic question whether company law is a private ordering statute, a regulatory statute, or both.

Teaching Notes

Ask students to classify rules as enabling, default, mandatory, or mixed, then ask what institutional problem each rule is trying to solve.