The eight articles in this issue focus on the core contents of the revised Corporation Law,and comprehensively discuss its macroscopic,microscopic,theoretical,and practical aspects.Macroscopic discussion focuses on the institutional system,legislative adaptation and legislative objectives of China's Corporation Law;microscopically,discussion covers the core contents of the revision,including such specific regulations as five-year subscription,audit committee,baseless removal of directors,investing responsibility after premature stock right transfer,and repurchase by dissent shareholders.In"The Construction of Chinese Legal System from the Perspective of the Revised Corporation Law",Professor Zhao Wanyi from Southwest University of Political Science and Law holds that every major revision of a legal system results from continuity and innovation after profound changes in the historical theme and the development trend.This revision is a fundamental,comprehensive,and major one which took place in the great historical course of Chinese path to modernization.To meet the needs of the times,this revision aims to deepen reform of state-owned enterprises,continue optimizing business environment,strengthen property rights protection,and purify corporate governance philosophy,so as to respond to the requirements of the construction of Chinese legal system.In"Adaptive Measures of ESG Legislation in China's Corporation Law",Professor Li Jianwei and Zheng Haoling from China University of Political Science and Law define information disclosure as the actual precondition of the ESG investment market.Listed companies and non-listed companies should be treated differently,so as to form a differential pattern of"mandatory disclosure+voluntary disclosure"to better protect stakeholders.In the long term,the corporate goal paradigm should be modified in pursuit of sustainable interest.Moreover,establishment of ESG committee and specified rights of the board of directors can promote the stable and sustainable development of corporate governance.In"The Expansion of the Legislative Goal of the People-centered New Corporation Law",Professor Wang Qingsong from Southwest University of Political Science and Law maintains that the range of the legislative goal of the new Corporation Law is significantly expanded,which can be generalized with six key words,namely,"regulation","protection","improvement","popularization","safeguard"and"promotion"in a precise and orderly logical structure.Regulation and protection represent the microscopic level of the legislative goal;improvement and popularization represent the medium level;safeguard and promotion represent the macroscopic level.In"Interpretation and Applicability of Five-year Subscription",Professor Liu Kaixiang from Beijing University points out that compulsory provisions were added to the newly revised Corporation Law regarding the time limit of shareholder subscription for limited companies and joint-stock companies respectively.In terms of applicability,the company and the creditors are the supervisors in the system of maximal lawful subscription period.The enterprise credit information publicity system can serve as its auxiliary system to send warnings to the public including the company and the creditors when the regulation on maximal lawful subscription period is violated.In"The Changes and Challenges in the System of the Board of Supervisors in the new Corporation Law",Professor Ye Lin and Zhang Ran from China Renmin University observe that a new provision is written in the new Corporation Law that"in principle,a board of supervisors or individual supervisors should be existent;they are not mandatory under legally exceptional circumstances."The new patterns include the audit committee of the board of directors as a substitute for the board of supervisors,optional setup between supervisors and the board of supervisors,and stock-issue-based setup of supervisors and the board of supervisors.The protection pattern for employee interest has changed,where in form,employee democracy lost the protection carrier of employee supervisors,but the company's behavioral obligations were extended,thus creating a new protection pattern that combines behavioral norms and organizational norms.In"The Rule on Baseless Removal of Directors:Adjustment and Restriction",There is still a need for refinement in the exercise of the Board of Supervisors'functions and power by the Audit Committee.Professor Liang Shangshang and Yuan Chonglin from Qinghua University argue that the board of shareholders'right of director removal is a balancing weight in the coordinate system of corporate power,and it is the company and its shareholders,rather than lawmakers,that need to allocate it.The rule on baseless removal of directors in Section 1,Article 71 of the new Corporation Law is essentially arbitrary.Its default application can remind investors,reduce disputes,and maintain stable corporate operation.Shareholders'right of baseless removal of directors through the board of shareholders should be restricted by entities and procedures based on corporate justice principles.In"The Legal Applicability of Investing Responsibility after Premature Stock Right Transfer in the New Corporation Law",Professor Wang Jianwen and Wang Chenguang from Nanjing University state that regarding the issue of investing responsibility after stock right transfer ahead of investing deadline,amendments were made in Section 1,Article 88 of the new Corporation Law to the application loopholes in the subscription system.In terms of the legal applicability of investing responsibility after stock right transfer,first and foremost,creditors'interest should be protected.Second,corporate will and shareholders'private rights should be balanced.Third,coordination is necessary between"compliance with the retrospective effect of law"and"reasonable applicability of the new law".Last,the effectiveness of the shareholder roster and business registration should be leveraged.In"Innovation and Deficiencies in the Rules on Repurchase by Dissent Shareholders in the new Corporation Law",Associate Professor Zhu Xiaojuan and Pan Mi affirm that pioneering steps were taken in the 2023 revision of the Corporation Law on the regulation of inappropriate behaviors by the controlling shareholder and actual controller as well as the protection of medium and small investors'interest.For the rules on repurchase by dissent shareholders that have significant institutional value in the protection of minority shareholders,three provisions were formulated to reshape the rules.Whereas,deficiencies remain in Section 3,Article 89 on the regulation range of the controlling shareholder's abuse of shareholders'rights,Section 1,Article 89 and Section 1,Article 161 which are both on the applicability conditions of traditional request right of repurchase by dissent shareholders.
revision of the Corporation LawESGfive-year subscription systemaudit committeestock right transfer
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