The “modern” joint stock corporate form in China has a long history. Chinese business associations — including complex partnerships tied to family, clan, village and guild structures — have roots stretching back hundreds of years. In the modern era, China saw its first joint stock company establishment by reformist Qing Dynasty officials in 1872 — only twenty-eight years after Britain’s landmark Joint Stock Companies Act (1844), and simultaneous with France’s general authorization of societes anonymes (1867). In 1904 and as the first part of a thoroughgoing legal reform program, the declining Qing dynasty promulgated a company law statute so important it was issued even prior to China’s first template for a national Constitution. And now, at the dawn of the 21st century, Chinese companies seem omnipresent, whether purchasing companies or assets outside of China, or acting as the vehicle for the world’s largest “global offerings” raising billions of dollars from investors all over the world.
This seminar will start by analyzing the roots of formal corporate organization in Imperial and then Republican China, focusing on corporations and corporate law at the end of the Qing Dynasty (1870 - 1911), during the Treaty Port era, and through the pre-Communist period (1912-1933, and 1945-1948). The course will also analyze the transition in the PRC after 1978 from state-owned enterprises into “corporatized” state-controlled (but publicly-invested) corporates, and the parallel effect of the PRC’s initial foreign direct investment structures and law on the later formation of China’s company law. Finally, the course will look at the company law systems in the UK Companies Act-determined Hong Kong Special Administrative Region after 1997 and the Japanese/German civil system and then U.S.-influenced Taiwan experience. In each case, students will become familiar with these diverse developments and mechanisms so as to inform the broadest possible understanding of the modern corporation - and corporate law - in the PRC today. Throughout, students will be asked to consider the unique role of formal (business association) law in the Chinese context, its interaction with divergent and often more powerful political economic structures, the relationship between corporate law and enterprise efficiency and national economic growth, the ever-changing balance between government control/regulation and autonomy of capital accumulating entities, and the impact of corporate law and principles on the development of civil society in the Chinese world. In the final segment, the seminar will focus on specific aspects of the “public” (listed) Chinese corporation, and the direct impact of the domestic and global capital markets — and transnational or “foreign” securities regulation/corporate governance norms — on corporate governance in China, the crafting of formal law and regulation, and application of the law via both public and private enforcement.