LW6134 Chinese and Comparative Company Law

Unit 8

Listed Companies, Securities, and Disclosure

Connect company law to securities regulation, listed-company governance, disclosure obligations, overseas listings, and investor protection.

Before seminar

Prepare Unit 8: Listed Companies, Securities, and Disclosure

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

21 linked materials
Core law
10
Cases
2
Readings
8
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.

Reflection prompts

  • Which rule or case controls the hardest issue in Unit 8?
  • 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 expands from private company governance to capital markets. Students ask how disclosure, exchange listing, investor protection, and cross-border offerings change the governance problem.

  • Listed-company special governance rules under the Company Law.
  • Securities disclosure, false statement liability, and investor protection.
  • Overseas listing filing for domestic companies and red-chip structures.
  • Independent directors, board committees, and compliance monitoring.

Hypotheticals

  • A domestic company restructures through an offshore holding company and submits a Hong Kong listing application.
  • Directors learn of a material related-party loan but the announcement omits it.
  • A public company’s compliance system misses repeated safety warnings.

Legislation

Use the Company Law for internal listed-company governance, the Securities Law for disclosure and market liability, and the CSRC overseas listing measures for cross-border offerings. Add the 2026 governance code, disclosure measures, articles guidelines, independent-director measures, and security-review rules for current public-company practice.

Cases

Caremark and Van Gorkom provide comparative ways to think about board oversight, information, and process in public-company settings.

Readings

The OECD materials give a policy-oriented view of listed-company governance in China and internationally. The empirical duty readings help connect disclosure failures to board process, while the bankruptcy and foreign-investment policy notes show how public-company governance intersects with distress and cross-border regulation.

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
law Mainland China Official translation

Securities Law of the People's Republic of China

中华人民共和国证券法

The central securities statute for public offerings, trading, disclosure, investor protection, intermediaries, securities exchanges, supervision, and civil liability.

Authority
National People's Congress
Citation
Revised 28 December 2019; effective 1 March 2020
Date
2020-03-01
Source
rule Mainland China Official translation

Trial Measures for Overseas Securities Offering and Listing by Domestic Companies

境内企业境外发行证券和上市管理试行办法

The filing-based regime for direct and indirect overseas listings by PRC domestic companies, including red-chip structures and post-listing filing obligations.

Authority
China Securities Regulatory Commission
Citation
CSRC rules released 17 February 2023; effective 31 March 2023
Date
2023-03-31
Source
rule Mainland China Translation unavailable

Code of Corporate Governance for Listed Companies

上市公司治理准则

Updated listed-company governance code addressing shareholders, boards, directors, senior managers, controlling shareholders, actual controllers, information disclosure, internal control, sustainability reporting, and governance improvement.

Authority
China Securities Regulatory Commission
Citation
CSRC Announcement [2025] No. 18; effective 1 January 2026
Date
2026-01-01
Source
rule Mainland China Translation unavailable

Measures for the Administration of Information Disclosure by Listed Companies

上市公司信息披露管理办法

CSRC rules on periodic reports, interim reports, disclosure obligations, directors' and officers' responsibilities, service-provider duties, supervision, and legal liability.

Authority
China Securities Regulatory Commission
Citation
CSRC Order No. 182; effective 1 May 2021
Date
2021-05-01
Source
rule Mainland China Translation unavailable

Guidelines for Articles of Association of Listed Companies

上市公司章程指引

Model and mandatory guidance for listed-company articles after the 2023 Company Law, including audit committees, shareholder meetings, directors, controllers, independent directors, and governance mechanics.

Authority
China Securities Regulatory Commission
Citation
CSRC Announcement [2025] No. 6; effective 28 March 2025
Date
2025-03-28
Source
rule Mainland China Translation unavailable

Measures for the Administration of Independent Directors of Listed Companies

上市公司独立董事管理办法

Detailed rules on independent director qualifications, independence, nomination, election, duties, special committees, special meetings, supervision, and legal responsibility.

Authority
China Securities Regulatory Commission
Citation
CSRC Order No. 220; effective 4 September 2023
Date
2023-09-04
Source
rule Mainland China Translation unavailable

State Council General Office Opinion on Reforming the Independent Director System of Listed Companies

国务院办公厅关于上市公司独立董事制度改革的意见

Policy opinion setting the reform agenda for listed-company independent directors, including role positioning, appointment, performance support, supervision, accountability, and coordinated governance.

Authority
State Council General Office
Citation
Guo Ban Fa [2023] No. 9
Date
2023-04-14
Source
judicial interpretation Mainland China Translation unavailable

Minutes of the National Courts Bankruptcy Trial Work Conference

全国法院破产审判工作会议纪要

SPC bankruptcy-trial guidance on market exit, reorganization, administrator practice, creditor protection, enterprise rescue, and judicial coordination.

Authority
Supreme People's Court
Citation
Fa [2018] No. 53
Date
2018-03-04
Source
rule Mainland China Translation unavailable

Measures for Security Review of Foreign Investment

外商投资安全审查办法

Rules for national-security review of foreign investments in military, important agriculture, energy, infrastructure, transport, cultural products, information technology, internet products, financial services, and key technologies.

Authority
National Development and Reform Commission and Ministry of Commerce
Citation
NDRC and MOFCOM Order No. 37 of 2020; effective 18 January 2021
Date
2021-01-18
Source

Unit materials

Cases

case United States English original

In re Caremark International Inc. Derivative Litigation

A foundational Delaware case on board oversight duties and the difficulty of imposing liability for failure to monitor corporate compliance.

Authority
Delaware Court of Chancery
Citation
698 A.2d 959 (Del. Ch. 1996)
Date
1996-09-25
Source
case United States English original

Smith v. Van Gorkom

A Delaware duty-of-care case focused on whether directors adequately informed themselves before approving a merger.

Authority
Delaware Supreme Court
Citation
488 A.2d 858 (Del. 1985)
Date
1985-01-29
Source

Unit materials

Readings

literature Transnational English original

G20/OECD Principles of Corporate Governance 2023

A global benchmark on shareholder rights, institutional investors, disclosure, board responsibilities, sustainability, and market integrity.

Authority
OECD
Citation
OECD Publishing, 2023
Date
2023-09-11
Source
literature Mainland China English original

Corporate Governance of Listed Companies in China

A background report on Chinese listed-company governance, useful for institutional context even though later reforms must be checked separately.

Authority
OECD
Citation
OECD-China Policy Dialogue, 2011
Date
2011-09-01
Source
literature Transnational English original

OECD Corporate Governance Factbook 2025

Comparative data on corporate governance frameworks across 52 jurisdictions, including shareholder rights, board structures, sustainability disclosure, ownership patterns, and recent law reforms.

Authority
OECD
Citation
OECD Publishing, 2025
Date
2025-10-06
Source
literature Mainland China English original

OECD Corporate Governance Factbook 2025: China Country Note

Country note summarizing China's corporate governance framework, recent reforms, shareholder rights, board rules, public equity ownership, sustainability reporting, and regulatory architecture.

Authority
OECD
Citation
OECD Corporate Governance Factbook 2025
Date
2025-10-30
Source
literature Mainland China English original

Directors' Duty of Care in China: Empirical and Comparative Perspective

Empirical and comparative study of directors' duty of care in Chinese courts, including standards of review, evidentiary burdens, business judgment ideas, and liability insurance.

Authority
Shaowei Lin and Lin Lin
Citation
Shaowei Lin and Lin Lin, NUS Law Working Paper, 2021
Date
2021-07-22
Source
literature Mainland China English original

Enforcing Fiduciary Duties as Tort Liability in Chinese Courts

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.

Authority
Jiangyu Wang
Citation
Jiangyu Wang, in Enforcement of Corporate and Securities Law, 2017
Date
2017-09-01
Source
practice note Mainland China Translation unavailable

SPC Press Conference on Bankruptcy Trial Work

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.

Authority
Supreme People's Court
Citation
Supreme People's Court, 2018
Date
2018-03-06
Source
practice note Mainland China Translation unavailable

NDRC Q&A on the 2024 Foreign Investment Access Negative List

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.

Authority
National Development and Reform Commission
Citation
NDRC, 2024
Date
2024-09-08
Source