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Understanding Chinese Company Law, 3rd Edition

Understanding Chinese Company Law, 3rd Edition

  • Author:
  • Publisher: Hong Kong University Press
  • ISBN: 9789888390526
  • Published In: March 2017
  • Format: Hardback , 396 pages
  • Jurisdiction: China ? Disclaimer:
    Countri(es) stated herein are used as reference only

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  • Description 
  • Contents 
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    First published in 2006, Understanding Chinese Company Law covers the major topics in the area of company law in this fast-changing country. This third edition has incorporated the discussions on new laws and regulations that have sprung up over the past few years, including the China Company Law Amendment 2013 and the new Hong Kong Companies Ordinance (Cap. 622). In this new edition, besides offering an in-depth study of the 2013 Company Law, Gu Minkang addresses many new issues such as the zero capital system, shareholders’ right to know and right to profits, and a legal person’s human rights. The comparison between the Chinese and Hong Kong company laws is also updated accordingly.

    This comprehensive and up-to-date presentation of Chinese company law will be of value to all who are involved in business with and in China and their legal advisors, and to students of Chinese company law.

  • Preface to the Third Edition
    Preface to the Second Edition
    Preface to the First Edition

    CHAPTER 1:  GENERAL INTRODUCTION
    I. Short history of Chinese company law
    II. Overview of existing problems
    III. Research methodology of this book
    IV. The evolution of Chinese company law
    V. A brief introduction to Hong Kong company law
    VI. A brief introduction to Taiwanese company law
    VII. A brief introduction to American company law

    CHAPTER 2:  NATURE OF COMPANIES
    I. Definition of companies
    II. Types of companies
    III. Nature of companies
    IV. Incorporation versus incorporated
    V. Branch companies and subsidiary companies
    VI. Foreign companies

    CHAPTER 3:  CONSTITUTION OF COMPANIES
    I. A company’s constitution
    II. The nature of the articles of association
    III. Articles of association should be filed or approved in China
    IV. Powers of shareholders under the articles of association
    V. Contents of the articles of association

    CHAPTER 4:  ESTABLISHMENT OF LIMITED LIABILITY COMPANIES
    I. Introduction
    II. Establishment
    III. One-person company
    IV. Establishment of a special LLC: A wholly state-owned company
    V. Foreign-invested entities that are LLCs

    CHAPTER 5:  ESTABLISHMENT OF JOINT STOCK COMPANIES
    I. Introduction
    II. Issues concerning promoters
    III. Establishment of JSCs
    IV. Foreign-invested JSCs
    V. Liabilities for an invalid incorporation

    CHAPTER 6:  SHAREHOLDERS’ MEETING
    I. Issues of corporate governance
    II. Shareholders’ meeting

    CHAPTER 7:  DIRECTORS AND BOARD OF DIRECTORS
    I. Creation of directors
    II. Duties of directors
    III. Rights of directors
    IV. The BOD
    V. Managers
    VI. A new issue: Separation of a company and its management power

    CHAPTER 8:  BOARD OF SUPERVISORS
    I. Legal status and powers
    II. Establishment of the BOS
    III. Remaining problem: Supervisors versus independent directors

    CHAPTER 9:  OTHER ORGANS
    I. Workers’ roles in corporate governance
    II. Role of the Communist Party of China
    III. Company secretaries

    CHAPTER 10:  CORPORATE FINANCE
    I. Definition of capital
    II. Legal meanings of corporate capital
    III. Basic principles of corporate capital
    IV. Formation of corporate capital
    V. Issuance and classification of shares
    VI. Company bonds
    VII. Distribution of profits
    VIII. Remaining issues

    CHAPTER 11:  MERGER AND ACQUISITION
    I. Introduction
    II. The possibility of M&As in China
    III. Obstacles to foreign-involved M&As
    IV. The legal issues on foreign-involved M&As
    V. Forms of mergers
    VI. Acquisitions
    VII. Limitations on M&As
    VIII. Procedures for mergers
    IX. Takeover and corporate control
    X. Division of companies

    CHAPTER 12:  BANKRUPTCY PROCEEDINGS
    I. Introduction
    II. Evolution of bankruptcy law
    III. Developments under the new bankruptcy law
    IV. Further improvements are required
    V. Conclusion

    CHAPTER 13:  FUTURE CHINESE COMPANY LAW
    I. Chinese company law should be further improved
    II. China should adopt a unified company law

    Index

  • Gu Minkang is a professor in the School of Law, City University of Hong Kong. He is also the first “Shanghai Oriental Scholar Chair Professor” at the East China University for Political Science and Law and serves as an arbitrator for various institutions, including the China International Economic and Trade Arbitration Commission, Shenzhen Arbitration Commission, and Shenzhen Court of International Arbitration.

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