Corporate governance in China : the structure and management of foreign-invested enterprises under Chinese law / Giovanni Pisacane.
2017
HD2741 .P57 2017 (Map It)
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Details
Author
Title
Corporate governance in China : the structure and management of foreign-invested enterprises under Chinese law / Giovanni Pisacane.
Published
Shanghai : Springer Verlag, [2017]
Call Number
HD2741 .P57 2017
ISBN
9789811039102
9811039100
9811039100
Description
xi, 178 pages ; 24 cm
System Control No.
(OCoLC)969829470
Summary
"This book provides...tools and information to help readers understand the key factors involved in organizing, structuring and managing a company in China. It...[focuses] on the critical issues that foreign investors and professionals encounter in China and using a clear and practical overview of corporate governance, structure and management of foreign-invested enterprises under Chinese law following the introduction of the 2015 Draft Foreign Investment Law. This latest reform project will likely have a major impact on the investment landscape, as it calls for the replacement and unification of the three foreign investment laws currently in place, resulting in important changes in the legal framework governing foreign investments. The book examines company structures, together with their functions and relevant liabilities. Further, it addresses the respective positions held in a company in order to better understand the stakes each holds in corporate governance: the shareholders, legal representative, board of shareholders, board of directors, board of supervisors and the general manager. Unique aspects of the Chinese company system are also highlighted, such as company seals, shareholders' rights and potential company deadlock."-- Back cover.
Bibliography, etc. Note
Includes bibliographical references (pages 177-178).
Record Appears in
Table of Contents
1.
Sources of Law on Corporate Governance
1
1.1.
Historical Remarks
1
1.2.
Company Law and Corporate Governance Principles
2
1.3.
Foreign-Invested Enterprises Laws
5
1.4.
Representative Office of Foreign Enterprise
12
1.5.
2015 Draft Foreign Investment Law
15
1.6.
Features of the Draft
16
1.7.
Competent Authorities on Corporate Governance
22
Reference
26
2.
Companies Under Chinese Law
27
3.
Incorporation and Articles of Association
29
3.1.
Overview
29
3.2.
Company Incorporation
30
3.3.
Articles of Association
32
3.4.
Summary
34
4.
Shareholders and Board of Shareholders
35
4.1.
Overview
35
4.2.
Shareholders' Rights and Obligations
35
4.3.
Equity Transfer
38
4.4.
Board of Shareholders
40
4.5.
Shareholders' Agreements
42
4.6.
Minority Shareholder Protection
44
4.7.
Summary
53
References
53
5.
Legal Representative
55
5.1.
Overview
55
5.2.
Qualification of Legal Representative
55
5.3.
Powers of Legal Representative
57
5.4.
Company's Liability for Legal Representative's Actions
58
5.5.
Legal Representative's Liability for Company's Actions
59
5.5.1.
Administrative Liability
60
5.5.2.
Criminal Liability
61
5.5.3.
Restrictive Measures on Legal Representative
62
6.
Directors and Board of Directors
63
6.1.
Overview
63
6.2.
Qualification of Directors
63
6.3.
Directors' Obligations
64
6.4.
Board of Directors
66
6.5.
Summary
67
7.
Supervisors and Board of Supervisors
69
7.1.
Overview
69
7.2.
Qualification of Supervisor
70
7.3.
Supervisor' Obligations
71
7.4.
Board of Supervisors
72
7.5.
Summary
73
8.
General Manager
75
8.1.
Overview
75
8.2.
Qualification of General Manager
75
8.3.
General Manager's Obligations
76
8.4.
General Manager's Power and Function
77
8.5.
Summary
78
9.
Corporate Governance Deadlock
79
9.1.
Overview
79
9.2.
What is Deadlock?
79
9.3.
Solutions
81
9.4.
Summary
85
10.
Annual Compliance: Annual Reports and Approval of Financial Statements
87
10.1.
Audit Report
87
10.2.
Tax Compliance
88
10.3.
Annual Inspection
88
10.4.
Approval of the Financial Statements by the Board of Shareholders
88
11.
Company Seals
91
12.
Particular Nuances of Corporate Governance: State-Owned Companies and Family-Owned Companies
95
Reference
96
13.
Company Law of the People's Republic of China (Revised in 2013)
97
Final Remarks
175
Bibliography
177