As Chinese practitioners and scholars ponder the scope of fiduciary obligations under the country’s company law,this paper offers a comparative perspective from German law.Although German corporate law has not reject...As Chinese practitioners and scholars ponder the scope of fiduciary obligations under the country’s company law,this paper offers a comparative perspective from German law.Although German corporate law has not rejected legal transplants,the common law trust has never been accepted as an organizational device for administering third-party funds or doing business.Nonetheless,the German judiciary has developed a sophisticated concept of fiduciary obligations where the statutes remain silent.This paper explores the application of fiduciary obligations to limited partnerships,limited liability companies,and stock corporations.It takes a membership perspective to ascertain the legal relationships between a corporation and its shareholder-members and among fellow-shareholders,as business entities evolve from personalistic to capitalistic settings.Fiduciary obligations also inform the relationship between the corporation and its directors and corporate officers.Although German law does not classify directors and corporate officers as the shareholders’direct trustees,shareholders stand nonetheless to benefit from the way directors and corporate offices discharge their duties towards the respective corporate entities.Moreover,criminal law rules on embezzlement operate to protect the corporation and the monies it administers from overly risky business projects.展开更多
In this paper, the impact of the new company law on foreign-funded enterprise law are analyzed. Firstly. the foreign investment enterprise law is summarized, followed by a detailed introduction of the impact of the n...In this paper, the impact of the new company law on foreign-funded enterprise law are analyzed. Firstly. the foreign investment enterprise law is summarized, followed by a detailed introduction of the impact of the new company law and foreign-invested enterprise law . Finally. Impact on the Law of Foreign Investment Enterprises. From these researches, it is concluded thai the promotion of the new company law on the relationship between FIEs and some suggestions for the coexistence of the two.展开更多
In this paper, the impact of the new company law on foreign-funded enterprise law are analyzed. Firstly, the foreign investment enterprise law is summarized, followed by a detailed introduction of the impact of the ne...In this paper, the impact of the new company law on foreign-funded enterprise law are analyzed. Firstly, the foreign investment enterprise law is summarized, followed by a detailed introduction of the impact of the new company law and foreign-invested enterprise law. Finally, Impact on the Law of Foreign Investment Enterprises. From these researches, it is concluded that the promotion of the new company law on the relationship between FIEs and some suggestions liar the coexistence of the lwo.展开更多
“A limited company is more than a mere judicial entity, with a personality in law of its own： Behind it, or amongst it, there are individuals, with rights, expectations and obligations inter se”. The competitive at...“A limited company is more than a mere judicial entity, with a personality in law of its own： Behind it, or amongst it, there are individuals, with rights, expectations and obligations inter se”. The competitive attitude of the member states of the EU （European Union）, to become the most attractive for companies results in law reforms aiming at more flexible conflict between shareholders. Besides, the economic objective of avoiding a company＇s dissolution, the English, Dutch, and Belgian exit proceedings for the settlement of disputes between shareholders set up a social objective： protecting the interests of the minority shareholder of a private limited company. The paper consists of four chapters. The introduction lays out the necessity of buy-outs for shareholders of a private limited company. The first chapter describes the different facts justifying the buy-out of a shareholder on the basis of serious grounds. The second chapter presents the findings of a comparative research of the valuation of the shares transferred in an English, Dutch, and Belgian procedure. Finally, the conclusion summarises in which way the English, Dutch, and Belgian legal system protect the interests of the minority shareholder of a private limited company.展开更多
The principle of ＂equal shares, equal rights＂ was established by the Company Law of 1993 of the People＇s Republic of China. At the initial stage only issuance of common stocks was allowed and the issuance of prefer...The principle of ＂equal shares, equal rights＂ was established by the Company Law of 1993 of the People＇s Republic of China. At the initial stage only issuance of common stocks was allowed and the issuance of preferred stocks was interpreted as prohibited. The Company Law of 2006 has changed the rigidity of provisions of the Company Law of 1993 and laid down the legal foundation for issuance of preferred stock. The Rule for Administration of the Pilot Project for Preferred Stocks released on March 21, 2014 by the China Securities Regulatory Commission started the issuance of the preferred stocks in the Chinese capital market. The establishment of the legal system for issuance of preferred stock in China is not the symbol of overthrowing the principle of ＂equal shares, equal rights,＂ but the expansion and development of the principle of＂equal shares, equal rights＂ in a new era.展开更多
文摘As Chinese practitioners and scholars ponder the scope of fiduciary obligations under the country’s company law,this paper offers a comparative perspective from German law.Although German corporate law has not rejected legal transplants,the common law trust has never been accepted as an organizational device for administering third-party funds or doing business.Nonetheless,the German judiciary has developed a sophisticated concept of fiduciary obligations where the statutes remain silent.This paper explores the application of fiduciary obligations to limited partnerships,limited liability companies,and stock corporations.It takes a membership perspective to ascertain the legal relationships between a corporation and its shareholder-members and among fellow-shareholders,as business entities evolve from personalistic to capitalistic settings.Fiduciary obligations also inform the relationship between the corporation and its directors and corporate officers.Although German law does not classify directors and corporate officers as the shareholders’direct trustees,shareholders stand nonetheless to benefit from the way directors and corporate offices discharge their duties towards the respective corporate entities.Moreover,criminal law rules on embezzlement operate to protect the corporation and the monies it administers from overly risky business projects.
文摘In this paper, the impact of the new company law on foreign-funded enterprise law are analyzed. Firstly. the foreign investment enterprise law is summarized, followed by a detailed introduction of the impact of the new company law and foreign-invested enterprise law . Finally. Impact on the Law of Foreign Investment Enterprises. From these researches, it is concluded thai the promotion of the new company law on the relationship between FIEs and some suggestions for the coexistence of the two.
文摘In this paper, the impact of the new company law on foreign-funded enterprise law are analyzed. Firstly, the foreign investment enterprise law is summarized, followed by a detailed introduction of the impact of the new company law and foreign-invested enterprise law. Finally, Impact on the Law of Foreign Investment Enterprises. From these researches, it is concluded that the promotion of the new company law on the relationship between FIEs and some suggestions liar the coexistence of the lwo.
文摘“A limited company is more than a mere judicial entity, with a personality in law of its own： Behind it, or amongst it, there are individuals, with rights, expectations and obligations inter se”. The competitive attitude of the member states of the EU （European Union）, to become the most attractive for companies results in law reforms aiming at more flexible conflict between shareholders. Besides, the economic objective of avoiding a company＇s dissolution, the English, Dutch, and Belgian exit proceedings for the settlement of disputes between shareholders set up a social objective： protecting the interests of the minority shareholder of a private limited company. The paper consists of four chapters. The introduction lays out the necessity of buy-outs for shareholders of a private limited company. The first chapter describes the different facts justifying the buy-out of a shareholder on the basis of serious grounds. The second chapter presents the findings of a comparative research of the valuation of the shares transferred in an English, Dutch, and Belgian procedure. Finally, the conclusion summarises in which way the English, Dutch, and Belgian legal system protect the interests of the minority shareholder of a private limited company.
文摘The principle of ＂equal shares, equal rights＂ was established by the Company Law of 1993 of the People＇s Republic of China. At the initial stage only issuance of common stocks was allowed and the issuance of preferred stocks was interpreted as prohibited. The Company Law of 2006 has changed the rigidity of provisions of the Company Law of 1993 and laid down the legal foundation for issuance of preferred stock. The Rule for Administration of the Pilot Project for Preferred Stocks released on March 21, 2014 by the China Securities Regulatory Commission started the issuance of the preferred stocks in the Chinese capital market. The establishment of the legal system for issuance of preferred stock in China is not the symbol of overthrowing the principle of ＂equal shares, equal rights,＂ but the expansion and development of the principle of＂equal shares, equal rights＂ in a new era.
