[PDF] Understanding Chinese Company Law Second Edition eBook
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In China, the thirty-year economic reform reflects the process of moving from planned economy towards market economy. This could be seen From the changes in the 2005 Company Law, which recognizes the owners' property rights and gives more freedoms to them to decide various matters. In this new edition, besides offering a systemic the constitution of companies, the establishment of various companies, role and function of various parties in corporate governance, and corporate financing, Gu Minkang highlights the major changes in the 2005 Company Law, and addresses many new issues such as shareholders' derivative action, American limited liability company, and asset restructuring of listed companies. Another important feature is a comparison between the 1993 Company Law and the 2005 Company Law that will facilitate reading and understanding. 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.
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.
China enjoys the highest level of foreign investment of any country in the world today. Yet, despite substantial liberalization in last decades, investment in China remains tightly circumscribed. For complex reasons stemming from China’s protection of its own internal economy, the government hedges foreign investments, either green field Foreign Direct Investment (FDI) or Mergers and Acquisitions (M&As), with a complex system of laws, regulations and guidelines, bristling with challenges and uncertainties for even the simplest investment or restructurings. This detailed, systematic explanation – by a practicing lawyer with over ten years experience at one of the top law firms in China – provides thorough and up-to-date guidance on the rules and procedures affecting FDI, M&As, and listings in China today. Focusing on such practical matters as key regulations, regulatory requirements, and transactional procedures and structures, the author leads the practitioner through the maze of interconnected national and local authorities, with expert knowledge of when and under what circumstances various rules apply and when they do not as well as practical skills on how to structure a particular deal under current regulations. Included in this superb analysis are detailed descriptions of such factors as the following: • establishment of a new Foreign Invested Enterprise (FIE), including a substantial review of the establishment of both common FIEs (either whole foreign ownership or joint ventures with Chinese parties) and particular FIEs (such as a foreign invested holding company, stock company or partnership); • the cross-border acquisition of a domestic company by foreign investors including the restructuring of existing FIEs by way of domestic re-investment or equity transfer or mergers; • the takeover of a PRC listed company by foreign investors through such ways as a Qualified Foreign Institutional Investor (QFII/RQFII) or strategic investment; • the acquisition of a State-Owned Enterprise (SOE), either listed or non-listed SOE; • the merger control review and national security review involved in an M&A transaction; and • the Initial Public Offering (IPO), follow-on offerings including private placement on Chinese capital market, as well as the issuance of corporate bonds in China. Since the year 2008 when the first edition was published, lots of significant developments were made in regard to the laws and regulations in FDI, M&As and capital market. Such developments and new regulations are given an up-to-date analysis in this second edition. For law firms advising companies on investing in China, or for in-house counsel, this book is without peer as a comprehensive, reliable and easy-to-use resource. At every stage of a project, from the initial business decision to problems arising after successful start-up and during day-to-day operations, it will provide clear, authoritative guidance for years to come.
Chinese Contract Law (2nd Ed) contains the latest developments of contract legislation, adjudication and practices in China and provides all information necessary to comprehend contemporary Chinese contract law.
The rapid and continuing development of the Chinese economy and its markets has made business with China an integral component of the strategies of countless foreign companies, regardless of their size or form. However, in order to turn opportunities into successful enterprises, managers need a practical guide on the legal aspects of conducting business in China, and on the strategies for effectively circumventing unnecessary risks while simultaneously using the legal system to strengthen operations and protect interests. This remarkable book provides the necessary insight and guidance to devise a corporate strategy, and to tackle issues relating to common aspects of doing business with Chinese counterparts, investing in a Chinese enterprise, and engaging in business operations there. Drawing on expertise gained during eight years in China serving the legal needs of foreign companies, the author shows how many of the mistakes that foreign companies make can easily be avoided by conducting a proper due diligence and understanding how applicable laws work in practice. He clearly describes the opportunities and pitfalls exposed as a foreign investor engages with such elements of business in China as the following: negotiating a detailed written contract; performing a legal and commercial due diligence on a prospective partner; resolving disputes through negotiation, arbitration or litigation; establishing and enforcing trademarks, patents and other intellectual property rights; investing in China; considering the joint venture structure; expanding through a merger or acquisition; restructuring or liquidating an operation; designing and implementing effective corporate governance; retaining, managing and terminating employees; arranging funds into and out of China; ensuring both tax efficiency and tax compliance; and avoiding criminal liabilities in the course of doing business. Whether seeking to source from China or to establish manufacturing facilities in China to produce for export, to sell products or services on the domestic market, or even just to act as a conduit between China and the outside world, business managers and their counsel from all over the globe and across all industries will benefit enormously from this deeply informed, insightful, and practical guide
Derivative actions, which allow individual shareholders to sue controlling shareholders and managers on behalf of the company, are designed to deter and combat mismanagement. However, the need to balance the interests of minority shareholders and corporate efficiency in a countryè^--s company law demands legal crafting that is both of a high order and responsive to the countryè^--s distinctive character, and solutions in this respect are quite different across jurisdictions. China, the second-largest economy in the world today, therefore merits special consideration.
This second edition of Hong Kong Media Law is an authoritative guide to the laws most important to reporters, editors, news executives and other professionals working for the print, online and broadcast media—and the lawyers who advise them. Topics include defamation, court reporting, privacy, access to information, copyright, newsgathering and reporting restrictions. The book also examines legal hurdles Hong Kong and international journalists face while reporting on the mainland of the People’s Republic of China. Also featured are chapter FAQs and checklists, a glossary of legal terms, a research guide and key legislation texts.
This accessible book offers a comprehensive and critical introduction to the law on business organizations in the People's Republic of China. The coverage focuses on the 2005-adopted PRC Company Law and the most recent legislative and regulatory developments in the company law landscape in China. The book covers a wide range of topics including the definitions of companies as compared with other forms of business organizations, incorporation, shareholders rights and legal remedies, corporate governance (including the fiduciary and other duties and liabilities of directors, supervisors and managers), corporate finance (including capital and shares offering), fundamental corporate changes (including mergers & acquisitions, and takeovers), and corporate liquidation and bankruptcy. In addition to presenting strong doctrinal analysis, the author also considers China's unique social, political and economic contexts.