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Zhu Ciyun: Where will China’s Corporation Law go —— Sixth Lecture of SHUFE’s 2017 Financial Law Forum

 

Translated by Zhu Wenting, 28th October, 2017

 

On the evening of 20th October, 2017, SHUFE Financial Law BBS was held successfully at Room 116 in Law School. The special guest of this lecture is the professor of Qing Hua University Zhu Ciyun, who is also the Executive Vice President of China Business Law Society. Professor Zhu made a speech duly which named “Where will China’s Corporation Law go”. The lecture was hosted by SHUFE Law’s Vice President professor Ge Weijun and was appraised by CUPL(China University of Political Science and Law)’s School of Civil and Commercial Law’s professor Li Jianwei who has another identity of the Secretary-general of China Business Law Association. Although the autumn wind is soughing, SHUFE Law School’s teachers and students still attended the lecture enthusiastically.

 

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Professor Zhu Ciyun analyzed the history of China’s Corporation Law with a visionary perspective, then she shared her expectation on that. During the whole lecture, Professor Zhu was explained in simple terms around four parts about “Internationalization and Localization of Corporation Law”、“Corporation Law’s Standardized Legislation and Case Guidance of company regulation”、“Corporation Law’s Stability and Modification Normalization”、“Several major issues that need to be amended by the Corporation Law Recently”, which showed her deep and unique understanding of China’s Corporation Law, in the meantime her rigorous and practical academic charm.

 

Firstly, Professor Zhu Ciyun pointed that the 1993 Corporation Law after Reform and Opening is the combination of Internationalization and Localization. With the deepening of Reform and Opening, in order to develop market economy, there was an urgent need for a corporation law to make up for the gaps in the relevant legal systems in the 1990s to protect the development of China economy. However, at that moment, China had no relevant legislative experience so that legislators used a large number of advanced corporate law systems in Taiwan and other foreign countries. Whereas, due to the special period of economic restructuring, the 1993 Corporation Law had a very strong background of state-owned enterprises. Until 2005, the Corporation Law finally drew on a lot of successful legislation outside the case in a large-scale revision, but still had many unique localization, such as dissenting shares repurchase request, although this system is borrowed, but still retain the "five consecutive years of non-dividend" provisions of the unique local characteristics of China. Similar to it, shareholders representation litigation system, trustee obligations of directors and senior managers. Professor Zhu Ciyun pointed out at the same time that not only learning advanced foreign experience is China’s Corporation Law’s emphases, but also spreading our legislative experience to the international society is important. Localization characteristic cannot be given up.

 

Secondly, Professor Zhu Ciyun talked about the legislation of Corporation Law. She thought the so-called standardized legislation mainly refers to formal legislations like laws and regulations that the legislature passed, and case guidance mainly refers to the court’s judicial precedent. She also elaborated China’s current corporation law is relatively simple with too abstract provisions and the absence of corporation law ordinance or legislative department’s interpretation has resulted the still common phenomenon that same cases with different judgements. Therefore, it is necessary to strengthen the role of judicial interpretation of the Supreme Court, and even the establishment of Corporate Law Expert Committee to meet our current legal needs. At the same time, judicial interpretation also faces some unavoidable problems, such as "ultra vires legislation", the third interpretation of Corporation Law just improperly expand the joint payment obligation of company’s sponsors which would result in potential hazards to them.

 

Finally, Professor Zhu Ciyun said, China is one of the fastest growing countries in the world with changing financial innovation, this will certainly raise a lot of challenges to the Corporation Law. Therefore, it should form a situation with so many small revisions, if necessary, it can set up a Corporation Law Reform Committee working regularly. She  mentioned that the recent Corporation Law should revise some provisions of company's organizational form, as soon as possible to recognize the Closed Company and Public Company that internationally accepted to classify and distinguish between public offering and listing, aiming to provide more Financing channels for high-tech enterprises, on the other hand, to further deepening the reform of the capital system which an important content is the implementation of non-face shares and the completion of relevant laws and regulations of the stock as soon as possible to deal with the ever-changing corporate law practice.

 

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In the interactive link, both Professor Zhu Ciyun and Professor Li Jianwei gave detailed answers for the role of trade unions in the corporate governance and position of the party committee in the state-owned enterprises which concerned by SHUFE teachers and students. Professor Zhu Ciyun’s profound legal foundation and responsibility as a corporation law’s frontier scholar takes a deep infection to every financial college students. Eventually, everyone gave a thunderous applause to thank Professor Zhu Ciyun’s wonderful speech.

 

Original News: < http://law.shufe.edu.cn/show.aspx?info_lb=38&flag=3&info_id=3484>

Published:2017-12-15 Hit:128
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