Social Sciences in China (Chinese Edition)

No.12, 2015

 

The Theoretical Arguments and Institutional Realization of Self-governing Corporate Law in China

(Abstract)

 

Zhao Wanyi and Zhao Yin

 

The ultimate objective of the new round of corporate law reform in China should be oriented toward the realization of a strategic transformation from regulated corporate law to autonomous corporate law, with the legislative intent of fully respecting the company’s autonomy of will and freedom of action. The possibility of establishing this objective rests in the endogenous requirements accounted for in the rationale of the institution; its necessity lies in immediate needs in the context of international competition. The aim is to fully respect and protect the company’s free expression of its self-determination, with the intention of guiding market entities to do their utmost to pursue their legally sanctioned interests. On this basis, institution-building is to be carried out on the basis of the company’s organizational forms, establishment conditions, governance structure, operational freedom, regulatory system, selection mechanisms, etc. Autonomous corporate law should establish the concept of balanced development on the basis of profits, and should, under an inclusive legal framework, form a system that takes account of both shareholders and stakeholders through normative arrangements that lay equal emphasis on techniques and ethics. We can learn from some institutions outside the framework of corporate law to improve the role of legal interpretation and judicial precedent, thus realizing the simultaneous improvement of both corporate law and other related law.