This course covers the major aspects of company law and securities regulation in China, including the formation of companies, corporate finance, corporate governance, shareholders' rights, issuing of stocks and "going public", corporate mergers and acquisitions, as well as the regulation of the capital markets in China. The primary focus will be on providing students with a basic legal understanding of establishing business organizations in China and accessing China's capital markets for finance. Significant issues relating to corporate law and securities regulation will be discussed in the context of China's legal, business and policy environments in the reform period.
The course involves an analysis of statute law, cases, practical work products and scholarly writings. Beyond simply understanding the theoretical components and legal rules, the course is also designed to develop analytic and problem-solving skills that might be applied in formulating responses in real world cases and proposing legislative changes to China’s corporate law regime in light of China’s unique political, economic, legal, cultural and historical contexts. By the end of this course students will be able to
- identify the key legal issues relating to the procedures of incorporate a business in China, as well as to corporate finance and corporate governance.
- demonstrate a critical understanding of the structure and key characteristics of business organizations in China;
- describe the legal rights of shareholders and identify the legal remedies in the case of violations of those rights;
- comprehend the key legal aspects of corporate mergers and acquisitions;
- conduct independent legal research in topics relating to Chinese company law and securities regulation; and
- understand the application of Chinese Company Law and securities regulation in China's distinctive political, economic, and social backgrounds.
Philosophy on Teaching and Learning (summary)
The philosophy of teaching Chinese company and securities law is rooted in the understanding of the relations between law and society in China. In brief, the desired learning outcomes must include (1) to equip students with the fundamental theories and institutions as well as the newest development in this area, and (2) to develop their independent research ability so that they can learn on their own about the subject matter. A variety of teaching techniques and methods, including lectures, the Socratic Method, student presentations, class debating and example-based teaching, will be employed to encourage wider class participation and deeper understanding of the subject among students.