In order to celebrate the 120th anniversary of Peking University's establishment, The "2018 East Asia and Germany Commercial Law Forum - Diversity of Shareholders and Corporate Governance" which was sponsored by Peking University School of Law, University of Tokyo Law School, Seoul National University Law School and Germany Marx-Planck and organized by the Peking University Law School Business Law Center was successfully held in B102 Conference Room, Koguan Building, Peking University Law School from March 22nd to 23rd, 2018.This forum has invited more than 30 commercial law scholars from Germany Marx-Planck Institute, University of Munich, Hamburg University, University of Frankfurt, Mannheim University, University of Konstanz, Mainz University, Erlangen-Nuremberg University, University of Tokyo, Sophia University, Gakushuin University, Tokyo Metropolitan University, Seoul National University, National Kangwon University, National Kyungbuk University, Incheon University, Peking University, Tsinghua University, and Renmin University of China, which covers authoritative experts in the fields of commercial law and corporate law in China, Germany, Japan and South Korea. They focused on the four modules of the forum and discussed the impact of different types of shareholders on corporate governance and the role that corporate securities law should play.

At the opening ceremony of the forum, Prof. Zhang Shouwen, Dean of Peking University Law School, delivered a speech on behalf of the organizer of the conference. Dean Zhang warmly welcomed the guests. Later, he reviewed the history of the evolution of the company's system in the past 100 years and pointed out that the experience of company law in Germany, Japan and South Korea deserves study and research. In addition, he highlighted the exchanges between Peking University School of Law and foreign counterparts in recent years and believed that these cooperations are of great significance to the construction of world-class law disciplines in our college.

 

Prof. Zhang Showen,  Dean of Peking University Law School

Prof. Klaus Hopt，Well-known Scholar of German Business Law

 

Forum Scene

 

The first module of the forum was titled "family companies" and was directed by Prof. Guo Yan, the deputy dean of Peking University Law School. Prof. Holger Fleischer, Director of the Center for Private Law Research at the Marx-Planck Institute in Germany introduced the family business from four aspects: importance, particularity, legal framework, and governance structure. Prof. Nobuko Matsumoto of the Law School of the Japan Institute of Learning and Research focused on the case of disputes between OTSUKA KAGU and IDEMITSU KOSAN to analyze the contradiction in the family business governance. Prof. Sang Yop Kang, a South Korean scholar of the School of International Law of Peking University, focused on the relationship between equity and voting rights and pointed out that there are two forms of "one-vote-one-vote" and “one-and-a-share”. He further elaborated the structure of holdings between mother-and-subsidiary companies, and introduced the stock pyramiding and the circular shareholding in Korea.Chen Ruoyin from Peking University Law School, analyzed the institutional and cultural factors of the emergence and development of Chinese family-owned companies, and further pointed out the interaction of  development of Chinese family-owned companies and government regulations.After the report of the four scholars, the presented experts had a lively discussion on the topic for nearly 50 minutes.

 

Prof. Guo Pi, Prof. Holger Fleischer, Prof. Sang Yop Kang

 

Prof. Nobuko Marsumoto, Prof. Chen Ruoying

 

Discussion Spot

 

The second module was hosted by Prof. Kon Sik Kim, the Korean company law authority and Seoul University Law School. The theme was "state or public-oriented shareholders." Prof. Liu Junhai of the School of Law of Renmin University of China introduced the internal governance structure of state-owned enterprises in China and the relevant authority of the SASAC. Prof. Yuichi Ozaki from Tokyo Metropolitan University Law School introduced Various forms of state-owned enterprises in Japan, including energy companies, pension funds and banks, and focused on the role of the “golden share” system in national holding. Prof. Kyung Hoon Chun of Seoul National University School of Law pointed out that South Korea state-owned companies have a series of problems in the dual agency, service public interest, and corporate governance. He believed that the law must regulate the state-owned enterprises and further elaborated by taking the power energy company as an example. Prof. Johannes Adolff Frankfurt University Law school took the state-owned bank as an example to point out that state intervention should be brought after the market failure.

 

Prof. Liu Junhai, Prof. Kon Sik Kim, Prof. Yuichi Ozaki

 

Prof. Kyung Hoon Chun, Prof. Johannes Adolfo

 

Seminar Scene

 

On the morning of March 23, the third module of the forum was discussed on the topic of foreign investors and institutional shareholders. This module was presided over by Prof. Gen Goto of the University of Tokyo in Japan. Prof. Katja Langenbucher from the University of Frankfurt, Germany, introduced the legal issues of foreign and institutional shareholders in the EU and German. He pointed out that for different types of shareholders, their rights protection measures should be different. Prof. Hidefusa Iida from Tokyo University introduced the situation in Japan, pointied out that there are many foreign shareholders in large companies, but few foreign shareholders in small companies; he believed that the Japanese government is currently positive about the reform of relevant laws and regulations, but he raised several questions including whether foreign shareholders can effectively improve corporate governance and how to improve the performance of small businesses in the absence of effective measures. Prof. Moon Hee Choi from Kangwon University in Korea pointed the positive role of institutions and foreign shareholders in corporate governance in Korea.Prof. Tang Xin from Tsinghua University School of Law introduced the situation in China. He focused on the types of institutional investors in China, the obstacles and difficulties for institutional investors in exercising shareholder rights, and related regulatory measures. In the discussion section, scholars from various countries held a discussion on the proxy advisor mechanism and its supervision, the responsibilities of radical shareholders, and investor protection measures.

 

Prof. Gen Goto, Prof. Katja Lang

 

Prof. Hidefusa Lida, Prof. Moon Hee Choi, Prof. Tang Xin

 

The fourth theme of the forum was about close corporation, hosted by Prof. Peter Mülbert of the University of Gutenberg in Mainz, Germany. Prof. Gregor Bachmann from Humboldt University in Berlin pointed out that the company's popular form of business in Germany is GmbH & Co KG, a double-layer/multi-layer holding structure. Prof. Yuji Ito of Japan's Sophia University introduced the situation of Japan's close corporation and the reforms of the Japanese company law to facilitate the establishment of the company. Prof. Jung Yeun Kim from Incheon University scrutinized the overall situation, legal framework and governance of closed companies in Korea, the way the company was founded, and the way to deal with the conflicts of the shareholders. Finally, Prof. Lou Jianbo expounded the system of the close corporation under the Chinese law, and introduced that there are many variants of the limited liability company in Chinese context and the corresponding legal norms. He pointed out that in order to promote the growth of small and medium-sized enterprises, China chose to reform the system of limited liability companies and reduce the threshold for its establishment. The German approach is to create more variants of limited liability companies while retaining the traditional limited liability company system. During the discussion stage, scholars from various countries exchanged opinions on issues such as the formulation of shareholder agreements and their relationship with the company’s articles of association, the protection of shareholders’s rights under the double-layer/multi-layer holding structure and the fidelity obligations of shareholders.

 

Prof. Peter Mulbert, Prof. Lou Jianbo, Prof. Yuji Ito

 

Prof. Jung Yeun Kim，Prof. Gregor Bachmann

 

Discussion Scene

 

After the entire agenda, Prof. Holger Fleischer expressed his sincere gratitude to the teachers and students of Peking University of Law. Prof. Lou Jianbo spoke highly of the achievements made by the forum on behalf of the organizers and once again thanked all the scholars for their participation and contributions. The forum ended successfully with enthusiastic applause from scholars from China, Germany, Japan and South Korea.

 

Prof. Holger Fleischer, Prof. Lou Jianbo

 

Picture of The Conference

 

This series of forums was founded in Hamburg, Germany, in 2015 and was held in Tokyo and Seoul since then. The forum uses English as the working language. The conference results are published in Germany. The aim is to provide an active exchange platform for outstanding scholars from various countries on business law and corporate law. The topics of the first three sessions are: Protection of Shareholders’ Rights, Separation and Merger of Companies, Capital Markets and Corporate Governance.

 

Translated by: Yang Jin

Edited by : Yang Jin