Description

Note: This seminar will be presented in a bilingual format

China’s Company Law underwent a landmark revision in 2023, representing the most comprehensive overhaul since the law’s original enactment in 1993. This seminar examines the key innovations and developments introduced by the revised Company Law and its accompanying judicial interpretations, situating them within the broader context of China’s evolving corporate governance landscape in the new era.

The seminar explores several major themes. First, it analyzes the new concepts and guiding principles underpinning the revision, including the emphasis on modernizing the corporate governance system, strengthening shareholder and creditor protection, and enhancing corporate social responsibility. Second, it examines the most significant substantive reforms, covering areas such as the registered capital subscription system and its new time limits, the enhanced duties and liabilities of directors and senior management, the expanded rights of minority shareholders, the simplified corporate structures for small enterprises, and the strengthened creditor protection mechanisms. Third, it discusses the role of the Supreme People’s Court’s judicial interpretations in clarifying, supplementing, and operationalizing the revised provisions, and their practical implications for corporate governance and commercial practice.

The seminar aims to provide participants with a thorough understanding of the legislative intent, doctrinal innovations, and practical impact of the 2023 Company Law and its judicial interpretations, offering insights for scholars, legal practitioners, and business professionals engaged with China’s corporate and commercial law.

The 2023 revision of the Company Law represents the most comprehensive and profound reform since its promulgation in 1993. This lecture will delve into the core innovations and developments of the newly revised Company Law and its supporting judicial interpretations, examining them within the macro context of corporate governance reform in China in the new era.

This lecture will focus on the following main themes. First, it will analyze the new concepts and guiding principles upheld in this revision, including promoting the modernization of corporate governance systems, strengthening shareholder and creditor protection, and enhancing corporate social responsibility. Second, it will delve into the most important substantive reforms, covering the registered capital subscription system and its newly added provisions on the time limit for capital contributions, the strengthening of the obligations and responsibilities of directors and senior management, the expansion of the rights of minority shareholders, the simplification of the organizational form of small enterprises, and the improvement of creditor protection mechanisms. Third, it will discuss the role of the Supreme People’s Court’s judicial interpretation in clarifying, supplementing, and implementing the revised provisions, and its practical impact on corporate governance and business practice.

This lecture aims to help participants fully understand the legislative intent, institutional innovations, and practical impact of the 2023 Company Law and its judicial interpretations, and to provide valuable insights and references for scholars, legal practitioners, and business people engaged in the study of Chinese company law and commercial law.

BIO

Professor Zhu Ciyun is one of China’s foremost authorities on company law. As Professor at the School of Law, Tsinghua University, she continues to teach the graduate course Theory and Practice of Company Law. She serves as Honorary Director of the Commercial Law Research Center at Tsinghua University and Director of the Academic Committee of the Commercial Law Research Association of the China Law Society, having served as its Executive Vice President. She is also President of the Securities Law Research Association of the Shenzhen Law Society.

Professor Zhu has played a central role in shaping China’s company law framework. As a member of the expert group for the revision of China’s Company Law, she directly participated in both the 2005 and 2023 landmark revisions. She has contributed extensively to discussions on judicial interpretations of the Company Law by the Supreme People’s Court and served as a Specially Invited Consultant of the Supreme People’s Court for five years. She has also participated in deliberations on administrative laws and regulations of various ministries and commissions.

Her research focuses on commercial law, with particularly deep expertise in company law, corporate governance, corporate capital systems, and piercing the corporate veil. She has published over one hundred papers in China’s most prestigious law journals, including Social Sciences in China, China Legal Science, and Chinese Journal of Law, and authored several influential monographs including A Study on the Doctrine of Piercing the Corporate Veil and Theory and Practice of Piercing the Corporate Veil.

Her numerous awards include the China Law Society Outstanding Legal Achievement Award and the Guangdong Province Outstanding Achievement Award in Social Sciences.

Professor Zhu Ciyun is one of the most influential scholars in the field of company law in China. She is a professor at the School of Law, Tsinghua University, where she teaches “Company Law Theory and Practice.” She also serves as the honorary director of the Tsinghua University Center for Commercial Law Research, the director of the Academic Committee of the China Law Society’s Commercial Law Research Association (formerly the executive vice president), and the president of the Shenzhen Law Society’s Securities Law Research Association.

Professor Zhu Ciyun played a pivotal role in the legislative process of China’s Company Law. She twice served as a member of the expert group for revising the Company Law, directly participating in the two landmark revisions of the Company Law in 2005 and 2023. She also participated in discussions on the Supreme People’s Court’s judicial interpretations of the Company Law and administrative laws and regulations of various ministries and commissions on multiple occasions, and served as a special consultant to the Supreme People’s Court for five consecutive years.

His research focuses on commercial law, particularly in areas such as company law, corporate governance, corporate capital systems, and the denial of corporate personality. He has published over a hundred papers in top-tier legal journals such as *Chinese Social Sciences*, *Chinese Legal Science*, and *Legal Studies*, and has authored several important monographs, including *A Study on the Jurisprudence of Denial of Corporate Personality* and *Theory and Practice of Denial of Corporate Personality*.

Awards received include the China Jurisprudence Outstanding Achievement Award and the Guangdong Provincial Social Science Outstanding Achievement Award, among others.