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
Nowadays, the policy of encouraging the development of SMEs, starting a business has become a popular choice for many people. Alongside entrepreneurial talent, the legal environment and system design are also very sig...Nowadays, the policy of encouraging the development of SMEs, starting a business has become a popular choice for many people. Alongside entrepreneurial talent, the legal environment and system design are also very significant for SMEs＇ surviving. This Article provides the successful experiences of SMEs in YIWU, including raising sufficient capital from private finance, highly autonomous forms of enterprise, as well as thinking highly of intellectual property. This article analyses the current problems of SMEs from both legal and economic perspectives, and gives three proposals： legalising underground lending system and creating private banks, introducing the Limited Liability Company into China, and providing the road for transforming intellectual property rights into easily realisable interests, for the purpose of building a more advantageous developing environment for SMEs.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Nowadays, the policy of encouraging the development of SMEs, starting a business has become a popular choice for many people. Alongside entrepreneurial talent, the legal environment and system design are also very significant for SMEs＇ surviving. This Article provides the successful experiences of SMEs in YIWU, including raising sufficient capital from private finance, highly autonomous forms of enterprise, as well as thinking highly of intellectual property. This article analyses the current problems of SMEs from both legal and economic perspectives, and gives three proposals： legalising underground lending system and creating private banks, introducing the Limited Liability Company into China, and providing the road for transforming intellectual property rights into easily realisable interests, for the purpose of building a more advantageous developing environment for SMEs.
