The 5th Peking University Business Law Round Table Forum was successfully held
On December 5th, 2020, the 5th Peking University Business Law Round Table Forum was successfully held in the Science Lecture Hall of Zhongguanyuan Global Village of Peking University. The theme of this forum is "Developing a Commercial Code: Dialogue with the Business Community——Comprehensively Eliminating the Obstacles of Company Law to the Operation of Enterprises". At the same time, it has been divided into "legal obstacles in company establishment/domestic and foreign investment financing", "legal obstacles in corporate governance and operation", "adjustment of state-owned enterprises by company law" and "corporate disputes".
The forum mainly invited representatives of the business community and experts from the company law practice community to talk. Based on the principle of "Face facing problems, challenging pains, and purely emphasizing real staff", the forum is open to the obstacles to the operation of enterprises attributing to the current Company Law. At the same time, the forum invited representatives of some administrative organs, judicial organs and academia to respond to and answer the confusions of the practical community, with a view to reaching consensus among all walks of life in the revision of the company law and promoting the reform and development of China's commercial system.
Unit 1: Conference Speeches and Keynote Speeches
The first unit is the speech and keynote speech of the conference, presided over by Professor Liu Kaixiang of Peking University Law School. Professor Ye Jingyi, Deputy Secretary of the Party Committee and Secretary of the Commission for Discipline Inspection of Peking University, first delivered a welcoming speech. She first introduced the basic situation of this forum and expressed her heartfelt thanks to the experts and scholars who participated in the forum on behalf of Peking University and Peking University Law School. She proposed that the resolution of these problems is crucial for China to achieve the 14th Five-Year Plan and the 2035 vision goals. She hoped that this forum can contribute wisdom to the revision of the Company Law and help our society. The development of the market economy wishes this round-table forum on commercial law to be successfully held.
In the keynote speech session, Xu Ming, general manager of NEEQ, Wang Dan, deputy mayor of Changzhou National High-tech Zone, Wu Qingbao, first-class expert of Shanghai Futures Exchange, and Lin Wenxue, President of the Second Civil Division of the Supreme People's Court, delivered speeches in turn. General Manager Xu Ming proposed that the concept of public company should be introduced in the company law. The current division of limited liability companies and joint-stock limited liability companies in China's company law cannot reflect the current situation of company operation and judicial supervision in China. Wang Dan, deputy mayor, pointed out that from the perspective of the reform of the commercial registration system, the adjustment of China's legal system is of decisive significance for economic and social development. The revision of the Company Law should further reduce the requirements of administrative management for commercial subjects, and at the same time maintain the moral bottom line of the commercial system. Wu Qingbao pointed out that the revision of the company law should pay attention to the standardization of market participants, the stock exchange should implement the company transformation, and the company law should be seamlessly connected with the securities law, bankruptcy law, trust law and other legal norms. President Lin Wenxue proposed that the revision of the Company Law should pay further attention to the problem of external security of the company and the suspension of interest on the secured debt in the event of the debtor's bankruptcy.
Unit 2: Legal Obstacles in Company Establishment/Domestic and Foreign Investment and Financing
This module mainly discussed the legal obstacles related to Company Law encountered in the process of establishment/domestic and foreign investment and financing. It focused on reconstruction of measures to facilitate the establishment of companies, including but not limited to the type of company (recognized by foreign companies), type of capital contribution, business scope (main business control), investment in specific fields. Regulatory measures such as investor qualification, company domicile, company name, company financing, etc. The discussion was presided over by Zhu Ciyun, professor at the Law School of Tsinghua University, and Jiang Tairen, President of the Environmental Resources Division of the Higher People's Court of Guangxi Zhuang Autonomous Region.
During the free discussion, Cao Shunming, Legal Director of China Reinsurance Group, Liu Chunrui, Director of the Legal Department of State Grid Co., Ltd., Wei Junmin, President of Peking University Asset Management Co., Ltd., Yan Bo, Vice Minister of Law and Compliance Department of Beijing Automobile Group Co., Ltd., Ni Yuhao, Foreign Affairs Lawyer of Huawei Technology Co., Ltd., Pei Ying, Vice President of Legal and External Relations of Allride Ai Co., Ltd., Tang Liming, Deputy General Manager of Beijing Shenzhou Cell Biotechnology Group Co., Ltd., Zhang Yuan, Chief Legal Adviser of Zheshang Bank Head Office, Zhao Weizhong, Vice President and Legal Director of Suzhou Golden Mantis Co., Ltd., Liu, Senior Legal Director of Beijing Jinshan Cloud Network Technology Co., Ltd. Wen Na, Yuan Jian, Vice President of Qianhu Zizhi (Beijing) Management Consulting Co., Ltd., and Ma Zhihua, Partner of Beijing Dahui Law Firm, successively discussed whether the government should be liable for compensation for the urban investment company, the accelerated expiration of the company's registered capital, whether the registration content of commercial entities should be provided to the public free of charge, and one person, two rights. The risk of cooperation in a state of non-separation, the differential protection of the interests of enterprise names of different sizes, the huge economic value of company residence, and the practical difficulties of company change registration were made.
Ding Yong, deputy dean of the School of International Finance and Law of East China University of Political Science and Law, and Song Peng, associate professor of the Law School of Lanzhou University, commented on the above statement. Professor Ding Yong pointed out that there are many problems in practice, but we should think about whether these problems need to be stipulated in company law. Many problems in practice are actually related to the company classification and governance structure designed by company law. Associate Professor Song Peng pointed out that behind financial innovation may bring many institutional costs, and the governance mechanism of financial products should be fully considered in the revision of the company law.
Unit 3: Legal Obstacles in Corporate Governance Operation
This part mainly discusses various institutional obstacles related to corporate governance in the company law, including but not limited to the establishment and allocation of rights of shareholders' meetings, boards of directors and supervisors, and the obligations and responsibilities of directors, supervisors and senior executives. The discussion was moderated by Zhou Linbin, a professor at the Law School of Sun Yat-sen University, and Liu Junhai, a professor at the Law School of Renmin University of China.
In the free discussion, Jiang Bin, senior lawyer of Huawei Investment Holding Co., Ltd., Yan Libing, Director of Human Resources Department of China General Technology Group, Han Feng, Deputy Manager of Dispute Branch of Legal Support Center of China Offshore Petroleum Group Co., Ltd., Liu Jiang, Assistant President of China Trust Industry Guarantee Fund Co., Ltd., Director of Xianzhengda Group Zhou Hong, Legal Director, Zhao Xiaohai, General Manager of Peking University Yinghua Technology Co., Ltd. (Peking University Magic Treasure), Chen Quansi, Deputy Director of the Research Office of the China Electronic Information Industry Development Research Institute of the Ministry of Industry and Information Technology, Cao Liming, President of Suzhou Golden Mantis Architectural Decoration Co., Ltd., Xiong Qian, Chairman of China Skills Source Group Co., Ltd., Hunan Finance Li Longbing, General Manager of Risk Control Compliance Department of Xin Financial Holding Group Co., Ltd., Guo Jinxia, Supervisor of Shandong General Aviation Industry Association, successively on the externalization of independent directors and the internalization of the supervisory board, the efficiency of the company's external guarantee decisions, the supervision of state-owned enterprises' strategic decisions, and the development of new technologies and new formats leading to enterprises. Statements were made on the issue of information closure and risk externalities of the industry, the matching of the high functions and responsibilities of directors and supervisors of listed companies, the connection between the company law and the labor law, the judicialization of financial supervision and the supervision of financial justice, and the popularization of the law after the company law.
Cao Xingquan, a professor at the School of Civil, Commercial Economics and Xu Lin, an associate professor of the School of Law of Hunan University, commented on the above statements. Professor Cao Xingquan suggested that we need to clarify the bottom line of the company law, pay attention to adding arbitrary rules when modifying, and consider introducing the model articles of association of the company. Associate Professor Xu Lin proposed that in the revision of the Company Law, attention should be paid to clarifying the concept of state-owned enterprises, and also consider the definition and standardization of data property rights.
Unit 4: Adjustment of State-owned Enterprises in the Company Law
This part mainly discusses how to adjust state-owned companies in the revision of the Company Law, including but not limited to the definition of state-owned companies, the coordination of the Company Law and the State-owned Assets Law, the governance particularity of state-owned companies, the regulation of profit distribution of state-owned companies, the regulation of information disclosure, and special measures to control the loss of state-owned assets. The discussion was presided over by Xu Weidong, a professor at Jilin University, and Zhou Yiyan, director of the Regulations Bureau of the State-owned Assets Supervision and Administration Commission.
In the free discussion, Liu Yanji, deputy director of the Corporate Governance Department of the China Association of Listed Companies, Li Zhigang, director of the China Business Law Research Association, Liu Chunrui, Director of the Legal Department of State Grid Co., Ltd., Shi Jian Department, Director of the Legal and Risk Management Department of China Power Construction Group, Hu Lingbin, Head of the Assets Office of the People's Insurance of China, and Xianzhengda Group Zhou Hong, Director and Legal Director, Yan Libing, Director of Human Resources Department of China General Technology Group, Wang Jinyu, General Counsel of Beijing Yiqing Holdings, Zhou Wei, Deputy General Manager of the Internal Control and Legal Compliance Department of Shaanxi Guo Investment Trust, Jiang Bin, Senior Lawyer of Huawei Investment Holdings Co., Ltd., Cao Li, President of Suzhou Golden Mantis Architectural Decoration Co., Ltd. Ming, Xiong Wei, chairman of China Skill Source Group Co., Ltd., Pei Ying, Vice President of Legal and External Relations of Zhongzhixing Technology Co., Ltd., Xin Hong, Secretary of the Legal Research Institute of the Rule of Law Daily and China Company, Yu Zhimin, General Manager of Beijing Professor Plus Technology Co., Ltd., successively discussed the reform of state-owned enterprises in the company law, and the Party of state-owned enterprises. Relevant views and opinions are put forward on the entry problem of entry in corporate governance, the supervision of state-owned assets and the particularity of highlighting the problem of state-owned enterprises.
Hou Dongde, professor of the School of Civil and Commercial Economics of Southwest University of Political Science and Law, Xia Xiaoxiong, associate researcher of the Institute of Law of the Academy of Social Sciences, and Li Hui, lecturer of the Law School of Shanxi University of Finance and Economics, commented on the above statements. Professor Hou Dongde proposed that private enterprises and state-owned enterprises should be treated equally, but the particularity of state-owned companies should be respected in the operation and power allocation of companies. Xia Xiaoxiong, an associate researcher, proposed that the special nature of state-owned enterprises should be respected for the legislative positioning and institutional arrangement of state-owned enterprises, especially the system arrangement should conform to the logic of modern corporate governance. Lecturer Li Hui proposed that we should pay attention to the particularity of state-owned enterprises, and at the same time clarify that the legislative purpose of the company law is to respect and protect the interests of shareholders and creditors of the company.
Unit 5: Suggestions for the Reform of Company Law in the Dimension of Corporate Dispute Handling
This part mainly focuses on the reform of company law from the dimensions of arbitration, justice and non-litigation company dispute handling. The discussion can reach the company law system that needs to be reformed in various aspects such as investment and financing, corporate governance, corporate finance, mergers and acquisitions, liquidation and dissolution. This part is presided over by Shi Shaoxia, a professor at the State Prosecutor's College, and Zhang Hengzhu, President of the Fourth Civil Division of the Zhejiang Provincial Higher People's Court.
In the free discussion, Zhang Haoliang, Director of the Beijing Arbitration Commission, Jiang Tairen, President of the Environmental Resources Division of the Higher People's Court of Guangxi Zhuang Autonomous Region, You Yong, Vice Chairman of ICC CHINA, Qian Haifeng, Arbitrator of Beijing Arbitration Commission, Arbitrator of Beijing Arbitration Commission, Fan Lin, Beijing Kangda (Nanjing) Law Firm Wang Wende, Director of the Firm, Zhu Huafang, Partner of Beijing Tiantong Law Firm, Zhang Baosheng, Partner of Beijing Zhonglun Law Firm, Sun Jingze, Managing Partner of Guohao Law Firm (Beijing), Fu Xiye, Senior Partner of Beijing Deheheng Law Firm, Partner of Fieldfisher China Pei Hongbo, Feng Pu, Partner of Singapore Allen Gexi Law Firm, Li Jiying, Partner of Inner Mongolia Yankun Law Firm, Han Feng, Deputy Manager of Dispute Branch of Legal Support Center of China Offshore Petroleum Group Co., Ltd., successively on priority liquidation rights, piercing the company's veil, arbitrability of articles of association, and equity return in investment and financing disputes. Statements were made on issues such as purchase and the company's external guarantee.
Li Jianwei, a professor at the School of Civil and Commercial Economics of China University of Political Science and Law, and Ji Wei, Vice Dean of the School of Law of Tianjin University of Finance and Economics, commented on the above statements. Professor Li Jianwei pointed out that Articles 16, 20 and 170 of the Civil Code of the Company Law are the most important and confusing issues in our practice. We need to design an institutional group to centralize regulation. The Company Law needs to be modified from the perspective of controlling shareholders and actual controllers to make entrepreneurs do business at ease. Vice President Jiwei proposed that at the macro level, the company law should set special rules for handling company disputes; at the micro level, whether shareholder representative litigation should be further relaxed in accordance with the Securities Law, which needs to consider whether it will cause abuse.
Unit 6: Summary
This part is presided over by Hou Dongde, professor of Southwest University of Political Science and Law, and summarized by Fu Qiong, professor of the Law School of Jilin University, and Cao Xingquan, professor of the School of Civil, Commercial Economics and Economic Law of Southwest University of Political Science and Law.
Professor Fu Qiong concluded that there were four consensuses through the dialogue at this meeting: the first company law reform is open market-oriented reform; the second company law reform is to meet the legal needs of enterprise operation; the importance of the standardization of third state-owned enterprises; and the fourth company law is oriented to arbitration justice. There are four standards for company law reform, which can be expected, understood, operable and connected. I hope that all of us, whether business, academia, lawyers, arbitrators, judges, will work together to make the company law more perfect.
Professor Cao Xingquan concluded that the formulation of the company law for China should reflect Chinese elements and pay attention to the participation of small and medium-sized enterprises. China's company law should serve small and medium-sized enterprises, and should be centered on limited companies. The reform of company law should carry out a theoretical review of various problems in practice, discuss whether these problems are normalization and whether they are legal problems and then think about solutions.
Translated by Tu Chenghao
Edited by Yin Ziyou