Unit 4

Corporate Organs and Governance

Understand shareholder meetings, boards, supervisors, audit committees, managers, employee representatives, and the allocation of corporate authority.

Before seminar

Prepare Unit 4: Corporate Organs and Governance

Work through these public materials before class. The sequence keeps source reading before problem analysis and does not include model answers.

48 linked materials

Core law: 10
Cases: 6
Readings: 31
Exercise: 1

1
Core law
Read core legislation and rules

Start with the statutory, regulatory, and judicial materials that frame this unit.
2
Cases
Review linked cases

Identify the facts, holding, and remedial move before turning to commentary.
3
Readings
Compare readings

Use scholarship, practice notes, and comparative materials to test the Chinese-law position.
4
Exercise
Attempt the public exercise

Apply the sources to a problem before looking at seminar discussion prompts.
- Meeting Minutes Challenge

Reflection prompts

Which rule or case controls the hardest issue in Unit 4?
Where would a Hong Kong, Delaware, UK, Singapore, or transnational comparator change the analysis?
What extra facts would you need before advising a director, shareholder, creditor, or regulator?

Introduction

This unit treats the company as a decision-making architecture. Students identify who has authority, how meetings are convened, when resolutions are vulnerable, and how the 2023 revision permits more flexible organ design.

Key Legal Issues

Allocation of powers among shareholders, directors, managers, supervisors, and audit committees.
Meeting notice, voting, minutes, and challengeable resolutions.
Employee representation and worker-facing governance rules.
State-invested company governance as a special institutional variant.

Hypotheticals

The board removes a general manager after a short meeting and the manager challenges the reasons.
A company replaces its board of supervisors with an audit committee but forgets to revise its articles.
A large company with more than 300 employees has no employee director or employee supervisor.

Legislation

Use the Company Law’s organ provisions and state-invested company chapter. Interpretation IV helps frame resolution disputes and information rights. State-owned asset rules add the state-investor layer. Listed-company governance, articles, and independent-director instruments show how public-company governance becomes more regulated. Employee democratic-management rules supply the worker-participation context.

Cases

Guiding Case No. 10 is the core case for separating procedural legality from business judgment.

Readings

Use the OECD materials for international governance benchmarks, the China country note for the post-revision framework, and the employee-participation practice notes for a concrete organ-design issue. The fiduciary-duty and SOE readings then show why formal organ charts rarely tell the whole governance story.

Unit materials

Legislation

law Mainland China English version

Company Law of the People's Republic of China (2023 Revision)

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.

Authority: National People's Congress
Citation: Revised 29 December 2023; effective 1 July 2024
Date: 2024-07-01

Source English version

judicial interpretation Mainland China English summary

SPC Company Law Interpretation IV

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.

Authority: Supreme People's Court
Citation: Fa Shi [2017] No. 16
Date: 2017-09-01

Corporate Organs and Governance

Prepare Unit 4: Corporate Organs and Governance

Read core legislation and rules

Review linked cases

Compare readings

Attempt the public exercise

Reflection prompts

Introduction

Key Legal Issues

Hypotheticals

Legislation

Cases

Readings

Legislation

Cases

Readings