At 18: 40 p.m. on October 14, 2021, the 44th Forum on Corporate Legal Risk, held by China Enterprise Legal Risk Management Research Center of Peking University, was successfully held in Classroom 109, Second Teaching Building, Peking University. Professor Wen Xiaotong of Tohoku University School of Law was specially invited to give a lecture on "The Battle for Corporate Control under the Authorized Capital System - Based on Japan's Experience". The Forum was chaired by Professor Jiang Daxing of Peking University Law School, with Professor Fu Qiong of Law School of Jilin University and Lawyer Li Chongwen of Beijing Zhong Lun Law Firm as reviewers. Graduate students and doctoral students of law schools actively participated in the report and carried out a heated discussion. After a warm welcome from the teachers and students and a brief introduction to Professor Wen Xiaotong, the lecture began.

The lecture is divided into two parts. In the first part, Professor Wen starts with the basic concepts of authorized capital system, total number of shares issuable, total number of shares issuable, etc., saying that the total number of shares issuable in Japan is greater than the number of shares discovered at the time of incorporation. But new share issuance may bring about problems such as reduction of shareholders' rights and interests, so after the introduction of authorized capital system, directors are not free to issue new shares. In Japan, not all new share issuance can be authorized to the board of directors, and even if the board of directors is authorized to decide the issuance, there are exceptions. Professor Wen gives a systematic explanation of the specific rules of Japan's Company Law. In the second part, Professor Wen explains the specific problems in the fight for corporate control under the authorized capital system based on the actual cases of China and Japan. In addition, Professor Wen also introduced the Japanese shareholders' reservation right of new shares and poison pill plan, and how the courts judge the legitimacy of the purpose and the fairness of the procedure in anti-takeover cases.

After Professor Wen finished the lecture, Professor Fu Qiong and Lawyer Li Chongwen made wonderful comments on the reform of authorized capital system and the practice of anti-takeover cases. In the question-and-answer session, the students present scrambled to raise questions related to the reservation right of new shares and the protection of shareholders' interests in anti-takeover. Professor Wen also answered their questions one by one, which made the students gain a lot. Finally, Professor Jiang Daxing makes a profound comment and summary on the theme of the lecture based on the practice of companies and the reform of company law. The forum ended successfully in the applause of the teachers and students.

Translated by：Yang Lu

Edited by：Zhu Yichun