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Dr. DING Ding
Professor
School of Law
University of International Business & Economics (UIBE)
E-mail: d_ding@126.com
Tel: 6449 3702
Office: N705 (宁远楼)
Course Code：LAW303-1
Course Name: The Law of Corporations
Category: Required course for the Law School students and selective one for the other schools’ students
Credit: 3 (54-Class-Hour)
Target Students: the 3rd Year students
Teaching Methods: Lecture 60% + Discussion 40% (Case Study, Team Work, Presentation and Argument)
Course Description (课程简介)
The course aims at providing students with a clear and overall understanding of the corporate law. It is not only a legal study on the regulations and rules of corporate organization and its conducts, but a comprehensive discipline with very strong practicality, which deals with an in-depth observation and discussion of the basic concepts, theories, legal rules and practices about the law of corporations in China and some other countries. Cases are carefully selected and discussed in the class and a comparative approach is practiced to facilitate a better understanding of the present harvest of the Company Law of China after several times of revision.
Course Objective (教学目标)
In response to the identities of the corporations and regular patterns of investment, the main tasks of this course, from the legal and practical perspectives, are to analyze the applied legal rules of the corporate organization and activities by way of comparative studies and case analyses.
Course Grading (考核方式)
In-class Quizzes and Home Assignment:20%
(Preview, Discussion, Answering questions, writing summary report of cases;
Every student/group presents report/home assignment for at least one time.)
Midterm Test (open-book exam):20%
Final Examination (close-book exam, in written form):60%
Total:100%
Attendance Requirements (出勤要求)：
No less than the 4/5 of total class hours. Professors in charge will decide whether a student can take the exam or whether deduct his score from the regular quizzes.
Textbook:
1．DING Ding, Business Organizations in the UK and the U.S.A. (A Casebook Series), UIBE Press, 2004.
2．ZHAO Xudong, Topics on the New Company Law of China, the People’s Press, 2005 [Recommended].
3．FAN Jian & WANG Jianwen, Corporation Law [the 2nd Edition], Law Press, 2008 [Recommended].
Bibliography:
Monograph and Research Reports:
1．Alan R. Palmiter, Corporations, CITIC Press, 2003.
2．Brian R. Cheffins, Corporation Law: Theory, Structure and Operation, Law Press, 2001.
3．Cao Kangtai, Study Report about the Company Law newly revised，China Fazhi Press, 2005.
4．Dong Ansheng, Commecial Law in the UK (New Edition), Chinese People University Press, 2006.
5．Ding Ding, Study on Business Judgment Rules，Jilin People Press，2004.
6．Ding Ding, Business Organizations in the UK and the U.S.A. (A Casebook Series), UIBE Press, 2004.
7．Gan Peizhong, Corporation and Corporation Law, Peking University Press, 2007.
8．Gan Peizhong, Enterprise and Corporate Law (5th edition), Peking University Press, 2007.
9．Guo Feng, Research on China’s Capital Market’s Several Important Legal Issues, Law Press, 2008.
10．Guo Feng, Wang Jian, Vision on Revising the Company Law, Legal Press, 2001.
11．Jiang Daxing, Concepts and Interpretation of Company Law, Legal Press, 2009.
12．Jiang Daxing, Expanding and Judging Corporation Law: Meanings, Precedent and System, Law Press, 2001.
13．Lewis D. Solomon, Alan R. Palmiter, Corporations (3rd edition),China Fang Zheng Press, 2004.
14．Li Zhesong, Wu Rihuan, The Company Law of South Korea, Chinese University of Political Science and Law Press, 2000.
15．Liu Junhai, Social Responsibilities of Companies, Law Press, 1999.
16．Liu Gangfang, Zhao Zhiqi, Research on Legal System about Company Founder, UIBE Press, 2006.
17．Liu Junhai, Modern Corporation Law, Legal Press, 2008.
18．Reiner Kraakman, et al., The Anatomy of Corporate Law: A Comparative and Functional Approach (Chinese Version), Peking University Press, 2007.
19．Roman Tomasic, Zhao Xudong, Ma Zhong, Corporate Governance Challenges for China, Law Press，2005.
20．R.W. Hamilton, The Law of corporations,3rd ed. West Publishing Co.,1991.
21．Shen Sibao & Wang Jun, Selected Cases on International Business Law (2nd Ed.), Law Press, 2007.
22．Ye Lin, Topics on Securities Law, Legal Press, 2009.
23．Ye Lin, A Study of Corporate Law, Ren Min University Press, 2008.
24．Yu Zhengping, Limited Liabilities of Shareholders, Legal Press, 2001.
25．Yu Guanghua, the Nature of Corporation Law – Observing from the perspective of Agency Theory, Law Press, 2006.
26．Zhang Kaiping, Research on Legal System about Director of British &American Companies, Law Press,1998.
27．Zhao Ling, Cyclic Crisis of Corporation Management，Peking University Press, 2006.
28．Zhao Xudong, A Guidebook for the Application of the New Company Law of China, the People’s Court Press, 2005.
Laws and Regulations：
1．China Company Law and Complementary Regulations
2．Model Business Corporate Act of America (translated by Shen Sibao，Legal Press, 2006.)
3．Corporate Law of France (translated by Li Ping, Legal Press, 1999.)
4．Aktiengesetz，Akt G (德国股份法) (translated by Du Jinglin，Chinese University of Political Science and Law Press, 2000.)
5．Commercial Code of Macao (Macao Research Center of Chinese University of Political Science and Law Press, 1999.)
6．Corporation Law of Japan (translated by Wang Baoshu, Legal Press, 2006.)
7．Commercial Law of South Korea (translated by Wu Rihuan, Chinese University of Political Science and Law Press, 1999.)
8．EU Company Laws and Directives (translated by Liu Junhai, Legal Press, 2000.)
9．Rules of the Supreme People's Court on Some Issues Concerning the Trial on the Disputed Cases over the Company, www.chinacourt.org
10．Judicial Interpretation of the China Company Law (No. 1-2)
Websites：
1．www.civillaw.com.cn 人大民商法网站
2．www.ccelaws.com 法大民商经济法律网站
3．www.iolaw.org.cn 中国社会科学院法学所网站
4．www. chinacapitallaw.com 资本市场法治网
5．www. law.cnki.net 中国期刊网（校园网）
6．www.chinacourt.org 全国法院网
7．www.westlaw.com （校园网）
8．www.ielaw.com.cn 中国法学会国际经济法学研究会网站
Course outline:
Contents:
Part Ⅰ A Brief Introduction to Corporations and Corporate Laws
1.1 Definition
1.2 Features
1.2.1 Legal Persons
Case: (1) Salomon v. Salomon& Co., Ltd. (Textbook, p.34)
(2) Bartle v. Home Owners Coop. [Shen Sibao & Wang Jun, Selected Cases on International Business Law (2nd Ed.), Law Press, 2007. (p.119)]
(3) United States v. Kayser-Roth Corporation [Shen Sibao & Wang Jun, Selected Cases on International Business Law (2nd Ed.), Law Press, 2007. (p.121)]
1.2.2 Limited Liabilities
1.2.3 Maximization of Corporate Interests
Case: Dodge v. Ford Motor Co. (p.50)
1.2.4 Association
1.2.5 Perpetual Existence Theoretically
1.3 History
1.4 Corporate Laws in Different Countries
1.5 Sources of Corporate Laws
Part Ⅱ Classification of Corporations
2.1 Classification in the Company Law of China
2.2 Closely-held Corporations and Publicly-held Corporations (USA)
Case: Galler v. Galler (p. 109-110)
2.3 Parent Companies, Holding Companies, Subsidiaries and Branches
2.4 Listed Companies
2.5 One Shareholder Companies
2.6 Foreign Investment Enterprises
2.7 Private Company and Public Company (UK)
2.8 Branches of Foreign Companies in China
Part Ⅲ Formation of Corporations
3.1 Formation
3.2 Legal Principle of the Formation
3.2.1 Principle of Laissez-faire
3.2.2 Principle of Concession
3.2.3 Principle of Authorization
3.2.4 Principle of Registration
3.3 Promoters
3.3.1 Agreements among Promoters
3.3.2 Liabilities of Promoters
Case: D. A. Macarthur v. Times Printing Co. (p.65)
3.4 Established by Sponsorship and Public Share Offer
3.5 Articles of Incorporation
3.5.1 Nature and Features
3.5.2 Contents
3.5.3 Amendments
3.5.4 Purposes and Powers
Case: Cantor v. Sunshine Greenery, Inc. (p.72)
3.6 Registration
Part Ⅳ Financing the Corporation
4.1 Definition and Constitution
4.1.1 Definition
4.1.2 Constitution
4.2 Principles of Capital
4.3 Legal Capital System and Authorized Capital System
4.4 Property Rights of Corporate Entity and Shareholder’s Rights
4.4.1 Property Rights of Corporate Entity
4.4.2 Shareholder’s Rights
Case: (1) Eisinberg v. Flying Tiger Line, Inc. (p.208)
(2) Vista Fund v. Garis (p.216)
(3) Graham v. Allis-chalmers Manufacturing Co. (p.227)
4.5 Capital Contribution of Shareholders
4.5.1 Means
4.5.2 Forms
4.5.3 Certificates of Contributions/Shares
4.5.4 Transfer
4.5.5 Liabilities
Case: (1) Hospes v. Northwestern MFG & Car Co. (p.124)
(2) Tanzi v. Fiberglass Swimming Pools, Inc. (p.131)
4.6 Shares
4.6.1 Definition
4.6.2 Features
4.6.3 Classification
Case: Ooregum Gold Mining Co. v. Roper (p.117)
4.7 Bonds
4.7.1 Conditions of Bonds Issue
4.7.2 Qualification of Bonds Issuer
4.7.3 Procedures of Issue
4.7.4 Classification of Bonds
4.7.5 Transfer of Bonds
Case: Garden & Florence Call Cowles Foundation v. Empire, Inc. (p.139)
4.8 Company Earnings
Part Ⅴ Internal Structure of Corporations
5.1Shareholders Meeting / Shareholders Assembly
Case: Zidell v. Channing Corp. (p.178)
5.2
Directors and Board of Directors
5.2.1 Directors
Case: Aronson v. Lewis (p.274)
5.2.2 Board of Directors
Case: (1) Charlestown Boot & Shoe Co. v. Dunsmore (p.242)
(2) Bohannan v. Corporation Commission (p.235)
(3) Zapate Corp v. Maldonado (p.269)
(4) Marciano v. Nakash (p.289)
5.2.3 Independent Directors
5.2.4 Special Committees of the Board of Director
5.2.5 Senior Managers/Officers
5.3 Supervisors and Board of Supervisors
Part Ⅵ Merger and Division
6.1
Merger and Acquisition (M & A)
6.1.1 Definition
6.1.2 Incentives
6.1.3 Categories
6.1.4 Anti-takeover Measures
6.1.5 Appraisal Rights
Case: Moran v. Household International, Inc. (p.327)
6.2. Division of a Corporation
6.2.1 Definition
6.2.2 Methods
6.2.3 Procedures
Part Ⅶ Dissolution and Liquidation
7.1
Dissolution
7.1.1 Definition
7.1.2 Reasons for Dissolution
7.1.3 Deregistration
7.2 Liquidation
7.2.1 Liquidation Committee/ Group/ Liquidators
7.2.2 Liquidation of FIEs
Case: Goldman v. Postal Telegraph, Inc. (p.339)
Part Ⅷ Limited Liability Companies
8.1 Introduction
8.2 Formation of a Limited Liability Company
Case: K & J Clayton Holding Corporation v. Euffel & Esser CO. (p.61)
8.3 Organization Structure of a Limited Liability Company
8.4 Share Certificates Transfer of a Limited Liability Company
8.5 Other Forms of Limited Liability Companies in Company Law of China
Part Ⅸ Companies Limited by Shares
9.1 Formation
9.2 Shareholders Meeting
9.3 Board of Directors
Case: (1) Charlestown Boot & Shoe CO. v. Dunsmore (p.242)
(2) Equity Investors, INC v. Ammest Group, INC. (p.246)
9.4 Board of Supervisors
9.5 Special Provision on Organization Structure of a Listed Company
9.6 Issue and Transfer of Shares
9.6.1 Issue of Shares
9.6.2 Transfer of Shares
Part Ⅹ Branches of Foreign Companies
10.1 Definition and Characteristics
10.2 Establishing a Branch
10.3 Rights and Duties
10.4 Dissolution and Deregistration
Case: Johnson v. Mpl Leasing Corp. (p.93)
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