Codification is the only way to modernize company law,and its core is to move from fragmentation to system-atization.The absence or fragmentation of the core value system is the biggest legal loophole,and it is also the source of disorderly behavior and judicial failure.The establishment of the four core value systems is the first step towards the system-atization of company law.The state is obligated to promote the sustainable prosperity of the corporate interest community and promote win-win sharing among the company,shareholders,creditors and stakeholders.An inclusive and general"company law"based on unified concept of company is recommended,while personalized rules for special types of compa-nies should be tailor made.Under the premise of protecting creditors,the law should reasonably accommodate the flexible governance deficiencies of micro,small and medium-sized firms.The rules for listed companies should be updated to cov-er all public companies.Limited companies with freely tradable shares should be allowed to be publicly listed for trading.It is recommended to implement the values of shareholder-primacy and straighten out the relationship between corporate reso-lution power and representative power.Paragraph 1 of Article 61 of the Civil Code should be included in Article 11 of the Third Draft of Corporate Law.Employee representation on corporate governance system should be encouraged.Amicability should return to corporate autonomy.Actual controller should be included in the mandatory registration matters and subject to the rules for lifting corporate veil.It is recommended to refine the common and differentiated liabilities of independent di-rectors and establish the principle of limited liability of independent directors.Companies may freely create their senior ex-ecutive positions.The corporate group system should be introduced to solve the dilemma of one servant for two masters,rec-ognize legal person directors,clarify the rules for indirect transfer of shares.
core value of company lawright to survival of the companyequity culturecreditor protectioncorpo-rate social responsibility
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维普
