Course map
Regular teaching units from business forms and corporate personality through listed-company regulation, state-invested companies, and liquidation, followed by special units for advanced and topical study.
Core syllabus
Start with the nature and purpose of the company, separate personality, limited liability, CSR/ESG, and how companies differ from partnerships, sole proprietorships, and individual businesses.
Open unitFollow the company from formation registration to articles of association, focusing on constitutive registration, public filing, business licences, false registration, charter autonomy, and comparative constitutional-document models.
Open unitTrace company capital from subscription to equity and bond financing, with emphasis on the five-year contribution period, authorized capital, class shares, no-par shares, convertible bonds, and creditor-facing capital maintenance.
Open unitMap corporate governance theory, organ design, shareholder-board-manager-supervisor powers, audit committee reform, employee representation, and disputes over statutory authority.
Open unitExplain the duty and liability system for directors, supervisors, senior managers, controlling shareholders, actual controllers, and securities-market gatekeepers.
Open unitStudy shareholder status, economic rights, governance participation, inspection, resolution challenges, oppression, buyout, derivative litigation, double derivative litigation, and dissolution as minority remedies.
Open unitExamine when separate personality yields to creditor protection, especially in affiliated-company groups, undercapitalized operations, one-shareholder companies, and confused assets.
Open unitConnect company law to securities regulation, listed-company governance, disclosure obligations, overseas listings, investor protection, market enforcement, and comparative public-company regimes.
Open unitStudy state-invested company governance, private-economy protection, Party leadership, state-asset supervision, accountability, compliance, and the foreign-investment controls that sit alongside company law.
Open unitFinish the course with fundamental corporate changes: mergers, divisions, business combinations, M&A deal structures, listed-company takeovers, dissolution, liquidation, deregistration, creditor protection, and comparative control-transaction law.
Open unitAdvanced modules
Special Unit 1 introduces private equity, private funds, and asset management in China and comparative law, covering organization forms, private placement, manager duties, investor protection, asset-management regulation, cases, and comparative fund regimes.
Open unitHow state capacity, party-state organization, industrial policy, and market ordering shape corporate law institutions.
Veil-piercing doctrines across China, common-law systems, and civil-law systems, with attention to groups and creditors.
Legal representative authority, apparent authority, board authorization, ultra vires risk, and third-party reliance.
Variable interest entity structures, foreign-investment controls, listing practice, platform regulation, and reform options.
Valuation-adjustment mechanisms, enforceability, investor remedies, target-company liability, and financing practice.
Conflict transactions, controller duties, disclosure, approval procedures, fairness review, and remedies.
Mandatory offers, disclosure thresholds, control transfers, defensive measures, and comparative takeover regulation.
Registration-based public offering review, exchange listing standards, sponsor duties, disclosure liability, and delisting links.
Recognition, cooperation, enterprise groups, creditor coordination, and the interaction between bankruptcy and corporate law.