Dissertations / Theses on the topic 'Corporation law – China'

This thesis deals with improving protection of minority shareholders in China. The minority shareholders are faced with the dual oppression from the managerial power and the majority rule, but they cannot get sufficient remedies through preventive mechanisms or remedial legal actions.
After introducing the main defects regarding minority protection in the Chinese Company Law, the Author examines the main mechanisms to check the management and majority shareholders, and the remedies available to shareholders under some major legal systems in the common law world. During or after the examination, the Author makes some comments on the mechanisms and remedies and offers his opinions on selectively adopting them in China.

Cette thèse tend à évaluer dans quelle mesure la définition du concept de RSE, son étude académique ou sa mise en œuvre sont contextualisées par des facteurs locaux, notamment institutionnels, ou au contraire peuvent s’intégrer dans une approche universelle. L’analyse se fait selon une approche franco-chinoise mais la thèse se focalise plus particulièrement sur l’environnement institutionnel chinois, objet du premier chapitre. Au terme d’une étude en sciences de gestion et en droit, essentiellement en français et accessoirement américain et chinois, le chapitre 2 propose une définition de la RSE mais conclut qu’une définition universelle de la RSE parait effectivement difficile à atteindre. Dans le chapitre 3, une analyse textuelle effectuée sur un échantillon de 600 articles permet de décrire la façon dont est structuré le champ de la recherche académique sur la RSE et les concepts associés en Chine, de 1980 à 2011. Les chapitres 4 et 5 consistent en l’étude de cas unique d’une multinationale française opérant en Chine depuis 1995. Le chapitre 4 a révélé l’existence d’une combinaison de facteurs déterminant la stratégie d’internationalisation de la RSE de la multinationale étudiée, à savoir globale et adaptable localement au niveau de la mise en œuvre. Le chapitre 5 analyse les facteurs justifiant la variété transnationale des pratiques RSE et permet d’établir que, dans un même environnement institutionnel, selon les sujets RSE et les normes institutionnelles en cause, la mise en œuvre de la stratégie RSE de la Filiale tantôt reflète le contexte économique et institutionnel chinois et tantôt s’y substitue alors même que, dans certains cas, il est délicat de se prononcer
The purpose of this thesis is to evaluate the conditions under which CSR definition, research or implementation are influenced and contextualized by local, especially institutional, factors or in the contrary can be integrated in a universal approach. Two different national context are explored, France and China. However, thesis analysis is more specifically focused on Chinese institutional environment and the first chapter deals with this topic. In the chapter 2, through an analysis within two disciplines, management and law (primarily French but also American and Chinese law), a CSR definition is proposed but results highlight the difficulty to reach a universal definition of CSR. In the chapter 3, a textual analysis was used on a 600 articles sample to investigate the structure of academic research in the field of CSR and related concepts in China from 1980 to 2011. In the chapters 4 and 5, a single case study concerning a French multinational corporation (MNC) operating in China since 1995 was conducted. Findings of the chapter 4 establish that a combination of different factors influence the CSR internationalization strategy of the said MNC. Factors that may drive variation in CSR practices across countries are studied in the chapter 5. Findings show that in the same institutional environment, depending on CSR issues and institutional norms, the implementation of CSR strategy by the said MNC subsidiary in China sometimes reflects and sometimes is a substitute to Chinese institutional and economic context while the impact remains unclear in certain cases

Social, cultural and technological changes of recent decades led to a new dominant feature of the world economy in the form of globalization. This coincided with the extraordinary growth of international political institutions that seem unable to control the process of globalization and its effects. Multinational corporations have become drivers of economic growth in the world. They have outsourced production to developing countries with low standards and weak legislation, particularly to China, where violation of Chinese and international law occurs frequently. No one assumes responsibility for this situation. The question therefore arises whether such economic growth can be legitimate and sustainable. The master thesis focuses on working conditions related to the production of goods in China. The aim of this master thesis is to try to determine to what extent the concept of corporate social responsibility can contribute to sustainable growth and improve working conditions in China. The thesis is divided into six chapters. The first chapter contains a theoretical introduction to social responsibility, the second chapter shows the influx of foreign businesses into China and its impacts on society. The third to the fifth chapter introduce attempts by various authorities and corporations to address the problem of harsh working conditions and violations of legal norms. The sixth chapter encourages consumer to take responsibility. The work is exclusively focused on the social pillar of corporate social responsibility.

The enactment of the 2006 Enterprise Bankruptcy Law of the PRC marked a new stage in China’s bankruptcy regime by the inclusion of a new reorganization system. The first 5 years of the implementation of the law and further scholarly research, however, have exposed the problems that underlie it, especially those concerning the reorganization of listed companies. The pressing need to address these problems calls for a better understanding of the goals of reorganization. This is because it is by applying the criterion of what best serves the desired reorganization goals that distinguishes an optimal from a less-than-optimal reorganization law and sense from nonsense in its implementation. Thus far, however, no scholar has carried out systemic research of China’s reorganization goals. This thesis, set out in two parts, attempts to fill this gap in the literature for both the dynamics of reorganization legislation and the effectiveness of reorganization implementation in China. Employing the methods of theoretical analysis, economic analysis of law, case analysis and comparative study, the first part of this thesis argues that preserving going-concern surplus and fair distribution are the two fundamental goals of reorganization in China. Although protecting community interest is important, it should be considered only an incidental goal of reorganization. The second part of this thesis examines how the most important aspects of the current reorganization system under the EBL can be improved so as to better achieve the two fundamental goals in reality. As to the goal of preserving going-concern surplus, it discusses the early rescue, preservation and sale of the viable parts of the business in a distressed enterprise. As to the goal of fair distribution, it analyzes both the distributional boundaries and rules of reorganization, with a focus on the absolute priority rule. How to balance the values underlying the two fundamental goals of reorganization and the practical impediments to the implementation of the reorganization law are then discussed. Both a sound grasp of the reorganization goals under the EBL and a deep understanding of why and how specific reorganization mechanisms and provisions exist to serve these goals are needed. Only with such understanding, together with a grasp of the relationships between different fundamental goals and different mechanisms and provisions, can the efforts aiming to improve China’s reorganization system achieve the desired level of effectiveness as a whole.
published_or_final_version
Law
Master
Doctor of Legal Studies

China's different economic environment, government infrastructure, and legal system might cause different management buyout procedures and results from management buyout procedures in the United States. Management buyout was originally created to increase efficiency and reduce agency cost in the United States in the 1960s; but management buyout in China is merely a tool to provide incentive programs for current management teams and reduce state-owned corporate shares.

China now is one of the most attractive destinations for foreign direct investment (FDI) and mergers and acquisitions (M&As) have become an increasingly important mode of FDI entry in China since its accession to the World Trade Organization. M&As in China are expected to play a vital role in the restructuring of its inefficient State-owned enterprises. This thesis characterizes and analyzes the evolving Chinese legal regime governing M&As in the context of the ongoing economic reform. In addition, it identifies the antitrust issues arising from foreign acquisitions of Chinese domestic enterprises, which can result in market dominance and restrictive practices in China. The thesis concludes that China's M&A regime can be improved and aligned more closely with international practices as its economy becomes further integrated into the world economy.

Foreign direct investment (FDI) was unknown to Chinese people before the opening policy in 1979, but since then China's economy has been surging ahead in the past twenty eight years. As one aspect of the FDI policy, I focused on the corporate taxation field to be my research interest, and the topic of my thesis. In the thesis, the reader will learn how FDI developed in China and degree of FDI development. Also, I provide the reader with China's tax system and policy-oriented in as much detail as possible, most of which is the tax incentive policy towards the FDI in China. However, the policies and incentives raise some issues. As the result of offering FDI tax preference, Chinese government tax revenue as a percentage of GDP has been declining steadily. Problems such as tax avoidance and evasion, and local "fake" FDI entities are getting serious. The new Corporate Income Tax Law of the People's Republic of China (CIT Law) was passed by the PRC National People's Congress on March 16 2007 and will take effect on January 2008. When China entered into the World Trade Organization (WTO) in 2001, compliance with the general rules required China improve its tax system as soon as possible. The CIT law section in the thesis includes the policy-changing behind the legislation and expected influence on the FDI in China in the future. As a result of the changes to be brought about by the CIT Law, foreign and domestic business in China must adapt to the new tax regime, and I offer some recommendations in that regard.
Law, Peter A. Allard School of
Graduate

Intellectual property rights (IPR) have become a major problem in the relationship between the industrialized West and the developing South, primarily because the West demands that developing countries adopt and enforce Western IPR. Since the relationship between US corporations and Chinese businesses is among the most successful and at the center of the current process of globalization, IPR have been a major cause of conflict and controversy between them and serve as an exemplar for this thesis. I argue, first, that the reason that a large number of Chinese businesses, especially privately-owned small and medium-sized enterprises, infringe foreign IPR lies in the nature of the difference between what have been mostly low-tech traditional Chinese businesses and high-tech industrial economies, to which intellectual property laws belong. Second, I demonstrate that the steady improvement of intellectual property protection in the more successful areas of development in the Chinese economy suggests that the solution for improved IPR protection in China and perhaps other emerging nations will follow, not precede, the development and transformation of a low-tech pre-industrial economy into an industrial high-tech economy.

As the environmental and social disclosing systems have been developed over decades, the climate of corporate environmental and social responsibility is becoming mature nowadays globally. What and how environment-sensitive companies (i.e. companies that are more likely to do environmental damages) disclose such information voluntarily are extensively concerned by the public, especially in China, where strong debatable issues constantly raise as a result of the rapid economic growth. Corporate environmental and social responsibility is no longer an international obligation but a domestic demand for China. This study will enhance our understanding of a very important issue in arguably the world's most vibrant economy. The thesis has contributed the literature in a number of ways. First, this study aimed to measure the type and extent of both corporate environmental and social reporting across the Chinese environmental sensitive industries’ annual reports, which include mining, electricity supply, and chemical industries. A dichotomous method was employed and the Global Reporting Initiative third edition (G3) was selected as a benchmark. In addition, the characteristics of the companies that voluntarily disclose environmental and social information in their annual reports were to be examined under legitimacy theory. Seven hypotheses that developed seven predictor variables based on legitimacy theoretical framework with one of three industries examined each time. The variables were government ownership, management role, member of industrial association, profitability, operating leverage, company age, and firm size. Finally, results in differences across industries were to be discussed and compared. This study aimed to measure the type and extent of corporate environmental and social reporting across the Chinese mining, electricity supply, and chemical industries' annual reports, using the Global Reporting Initiative third edition (G3) as a benchmark. In addition, the characteristics of companies that voluntarily disclose environmental and social information in their annual reports were to be examined under legitimacy theory. There are seven hypotheses that developed seven predictor variables based on legitimacy theoretical framework with one of three industries examined each time. The variables were government ownership, management role, member of industrial association, profitability, operating leverage, company age, and firm size. Finally, results in differences across industries were to be discussed and compared. There were a total of 193 sample companies selected from the Shenzhen Stock Exchange database, and content analysis was applied to review and examine their annual reports in 2010. The G3 guidelines were used to indicate the extent of environmental and social performances by the sample companies. Companies’ specific characters for the predictor variables were also obtained from the Shenzhen Stock Exchange database. In order to accomplish the first aim of the study, descriptive statistics were used to determine the type and extent of environmental and social disclosures in the sample industries' 2010 annual reports. In addition, to accomplish the second aim, which is to examine the determinants of corporate environmental and social disclosure under legitimacy theory, univariate statistics and multiple regressions analysis were adopted. The comparisons across the sample industries were conducted after the regression analysis. Research findings from environmental disclosure analysis showed that although mining industry disclosed slightly more information than electricity supply industry, the extent of environmental reporting for all three industries were typically low because information disclosed was limited to several categories. It was found that Chinese mining, electricity supply, and chemical industries are more likely to disclose information regarding energy and materials, which were the most concerned aspects in the Chinese society. Environmental disclosure regression analysis indicated that most of the predictor variables from legitimacy theory are able to explain the extent of environmental reporting in the sample industries. The results indicated that member of industrial association, company age, company size and profitability were significant to the extent environmental reporting across the three sample industries. However, government ownership was found to be insignificant in the study. Results from social disclosure analysis indicated that electricity supply industries disclosed slightly more information than mining and chemical companies in their 2010 annual reports. Interestingly, all of the sample companies disclosed at least one item from the G3 social guidelines; however, the information disclosed was narrow in only a few categories, and the extent of social disclosure in the sample industries was typically low. The disclosure analysis found that Chinese mining, electricity supply, and chemical industries were more likely to disclose labour practices and decent work, and human rights information. The regression analysis showed that company size, profitability, leverage and management role have become the most significant factors, whereas member of industrial association was found to be insignificant in the sample industries. This study concludes that on the basis of legitimacy theory, the amount of environmental and social information disclosed in the Chinese mining, electricity supply, and chemical industries’ annual reports was almost the same, and the firm specific predictor variables have similar influences across industries both environmentally and socially.

El Programa Nacional de Alimentación Escolar Qali Warma brinda servicio alimentario gratuito a más de tres millones de escolares en todo el país diariamente, en cumplimiento del artículo cuarto de la Ley General de Educación. Desde que se inició la entrega del servicio a este sector sensible de la población en marzo del 2013, la Unidad de Comunicación e Imagen de Qali Warma ha tenido que mitigar numerosas situaciones de crisis de gran impacto mediático. Precisamente en una de ellas la aplicación de su estrategia de gestión de crisis le permitió revertir el impacto negativo de una alerta sanitaria internacional por alimentos contaminados. En este informe profesional se aborda el tema desde el punto de vista comunicacional para un mejor conocimiento de cómo se desarrollan las actividades orientadas a generar confianza en la ciudadanía sobre el servicio alimentario. Se enfatiza que, a pesar de las limitaciones y problemas que pueda tener una oficina de comunicaciones que de forma recurrente afronta situaciones de crisis, está en posibilidad de aplicar una estrategia comunicacional que le permita no solo minimizar el impacto sino obtener credibilidad y confianza.
Trabajo de suficiencia profesional

Chan, Yiu Ming Gordon.
Thesis (Ph.D.)--Chinese University of Hong Kong, 2013.
Includes bibliographical references.
Electronic reproduction. Hong Kong : Chinese University of Hong Kong, [2012] System requirements: Adobe Acrobat Reader. Available via World Wide Web.
Abstract also in Chinese.

by Wang Xiao Ling.
Thesis (M.Phil.)--Chinese University of Hong Kong, 1998.
Includes bibliographical references (leaves 70-73).
Abstract also in Chinese.
Abstract --- p.i
Acknowledgment --- p.ii
Table of Contents --- p.iii
List of Tables --- p.v
List of Figures --- p.vi
Chapter I --- Introduction --- p.1
Chapter 1.1 --- Introduction --- p.1
Chapter 1.2 --- Objective of the Study --- p.3
Chapter 1.3 --- Outline of the Study --- p.4
Chapter II --- Background --- p.5
Chapter 2.1 --- China's Enterprise Reform and the Development of Capital Markets --- p.5
Chapter 2.2 --- Board of Directors in China --- p.13
Chapter 2.2.1 --- Legislation on Board - The Company Law --- p.13
Composition of the Board of Directors --- p.16
Functions and Powers --- p.18
Regulations and Requirements --- p.19
Chapter 2.2.2 --- The Board of Chengdu Brilliant Development Inc --- p.21
Chapter 2.2.3 --- Difference between Board in China's Company Law and that in Hong Kong Company Ordinance --- p.24
Chapter 2.3 --- Chapter Summary --- p.26
Chapter III --- Literature Review --- p.27
Chapter 3.1 --- Theoretical Background --- p.27
Chapter 3.2 --- Empirical Studies --- p.30
Takeover Evaluation --- p.30
Management Buyout --- p.31
Adoption of Poison Pills --- p.32
CEO Turnover --- p.32
Financial Performance --- p.33
Chapter IV --- Testable Hypotheses --- p.35
Chapter V --- Research Methodology --- p.37
Chapter 5.1 --- Variables and Sample --- p.37
Chapter 5.2 --- Empirical Results --- p.43
Board Composition and Corporate Performance with Full Sample --- p.43
Excluding IPO Firms --- p.51
Insider Dominated Board and Outsider Dominated Board --- p.51
Alternative Measures for Firm Performance --- p.55
Cross-sectional Test --- p.58
Financial Distress --- p.60
Industry Classification --- p.62
Chapter 5.3 --- Discussion --- p.64
Chapter VI --- Conclusion and Implications --- p.67
Chapter 6.1 --- Conclusion and Implications --- p.67
Chapter 6.2 --- Suggestions for Further Research --- p.69
Bibliography --- p.70
Appendix Legislation on the Board (The Company Law in PRC) --- p.74

自20世纪90年代起，金融及法律界学者逐渐提出到境外发达资本市场上市可以发挥其 “捆绑“作用：企业可以通过跨越本国薄弱的法律机制，受制于发达国家的法律以及监管，实现公司治理的提高。“捆绑理论起源于美国, 但随后也被运用于全球市场的其他角落。 问题关键在于本国市场与境外市场之间是否存在一个"质量差距", 因为只有在“质量差距“存在的情况下，“捆绑“的作用才有可能产生。
源于“香港“英文拼写中的第一个字母H，到香港上市的中国企业被统称为H-股公司。自“青岛啤酒“于1993成功于香港上市，至今香港联交所已有169 间H-股公司。其中，2002至2006 是到港上市的高峰期. 此期间，中国资本市场混乱，难以发挥为企业融资的作用。鉴于此，中国政府鼓励国内企业到香港上市，寄予通过香港更好的治理机制，实现对本土企业治理实践的提高。
当前，人们普遍认为香港上市可以顺利提高中国企业的治理实践。如若事实如此，我们有理由相信中国本土市场与香港市场之间存在明显的“质量差距“。也就是说香港市场的治理体系优于国内市场。此文以中小股东保护为出发点，于以下几个方面探讨两地之间是否存在“质量差距“：信息披露，独立董事，金融中介机构的“看门人“作用，证券法的公力救济，以及公司法，证券法的私力救济。
In the 1990s, finance and legal scholars gradually proffered the view that cross-listing in a developed market functions as a "bonding" mechanism: a firm may improve governance practices in spite of the home country's weak legal institutions by subjecting itself to the legal and regulatory regime of the developed market. Initially developed in the context of overseas companies listed in the US, this bonding effect has been applied to other places of the global market as well. Critical to this scenario is the existence of a "quality gap" between the home and the foreign markets, which must exist for generating the bonding effect.
Chinese companies listed in Hong Kong are known as H-share companies for the first letter of the listing locality. Since the birth of the first H-share company, Tsingtao Beer, in 1993, a total of 168 H-share companies have floated on the Stock Exchange of Hong Kong. A majority of these companies were listed between 2002 and 2006. Around this period, the two domestic exchanges were highly volatile and failed to provide an efficient fund-raising device for Chinese companies. Against this backdrop, the Chinese government adopted the strategy of encouraging domestic companies list in Hong Kong, which is perceived to be a better governance regime, thereby bonding the governance practices of Chinese companies to a superior standard.
It is current conventional wisdom that the governance practices of Chinese companies can be enhanced indeed through pursuing a listing on the SEHK. If conventional wisdom so holds, we should believe there is a quality gap between these two markets. In other words, the governance regime of the Hong Kong market must be superior to that of China. Focusing on the level of protection for minority shareholders, this study questions the conventional wisdom in five areas: information disclosure, board independence, the gatekeeping role played by financial intermediaries, public enforcement of securities law, and private enforcement of corporate and securities law.
Detailed summary in vernacular field only.
Detailed summary in vernacular field only.
Detailed summary in vernacular field only.
Meng, Fanpeng.
Thesis (Ph.D.)--Chinese University of Hong Kong, 2012.
Includes bibliographical references (leaves 300-331).
Electronic reproduction. Hong Kong : Chinese University of Hong Kong, [2012] System requirements: Adobe Acrobat Reader. Available via World Wide Web.
Abstract also in Chinese.
INTRODUCTION --- p.1
INFORMATION DISCLOSURE --- p.3
INDEPENDENT DIRECTOR --- p.4
GATEKEEPER --- p.4
PUBLIC ENFORCEMENT --- p.5
PRIVATE ENFORCEMENT --- p.5
OVERALL BONDING EFFECT --- p.6
Chapter CHAPTER I --- OVERVIEW --- p.7
INTRODUCTION --- p.7
Chapter 1.1 --- THE SOE REFORM --- p.7
Chapter 1.1.1 --- Pre-1949 Era --- p.8
Chapter 1.1.2 --- Leninist Model of State-Syndicate --- p.10
Chapter 1.1.3 --- Power Delegating and Profit Sharing (PDPS) --- p.11
Chapter 1.1.4 --- Corporatization --- p.12
Chapter 1.2 --- THE ESTABLISHMENT OF THE CHINESE STOCK MARKET --- p.14
Chapter 1.3 --- THE VOLATILITY OF THE CHINESE STOCK MARKET --- p.16
Chapter 1.4 --- HONG KONG: A CAPITAL MARKET WITH CHINESE CHARACTERISTICS --- p.21
Chapter 1.5 --- THE ROAD TO THE HONG KONG BOURSE --- p.26
Chapter 1.6 --- AN ECONOMIC ANALYSIS OF CROSS-LISTING --- p.34
Chapter 1.7 --- CONCEPTUAL FRAMEWORK --- p.39
Chapter CHAPTER II --- LITERATURE REVIEW --- p.45
INTRODUCTION --- p.45
Chapter 2.1 --- CONCEPT OF CORPORATE GOVERNANCE --- p.47
Chapter 2.2 --- AGENCY COST --- p.51
Chapter 2.3 --- CONVERGENCE --- p.55
Chapter 2.4 --- THE BONDING HYPOTHESIS --- p.59
Chapter 2.5 --- CHALLENGING THE BONDING HYPOTHESIS --- p.65
Chapter 2.6 --- CROSS-LISTING IN THE H-SHARE CONTEXT --- p.68
Chapter CHAPTER III --- INFORMATION DISCLOSURE --- p.72
INTRODUCTION --- p.72
Chapter 3.1 --- GENERAL DIFFERENCES OF THE TWO DISCLOSURE REGIMES --- p.74
Chapter 3.1.1 --- Rulemaking --- p.74
Chapter 3.1.1(A) --- China --- p.75
Chapter 3.1.1(B) --- Hong Kong --- p.75
Chapter 3.1.2 --- Disclosure Medium --- p.76
Chapter 3.1.2(A) --- China --- p.76
Chapter 3.1.2(B) --- Hong Kong --- p.77
Chapter 3.1.3 --- Disclosure Language --- p.78
Chapter 3.1.3(A) --- China --- p.78
Chapter 3.1.3(B) --- Hong Kong --- p.79
Chapter 3.2 --- PROSPECTUS --- p.79
Chapter 3.2.1 --- Financial Report --- p.80
Chapter 3.2.1(A) --- China --- p.80
Chapter 3.2.1(B) --- Hong Kong --- p.81
Chapter 3.2.2 --- Business Activities, Products, and/or Services --- p.81
Chapter 3.2.2(A) --- China --- p.82
Chapter 3.2.2(B) --- Hong Kong --- p.83
Chapter 3.2.3 --- Shareholding Structure --- p.83
Chapter 3.2.3(A) --- China --- p.84
Chapter 3.2.3(B) --- Hong Kong --- p.85
Chapter 3.2.4 --- Development Plan --- p.85
Chapter 3.2.4(A) --- China --- p.85
Chapter 3.2.4(B) --- Hong Kong --- p.86
Chapter 3.3 --- PERIODIC REPORTING --- p.86
Chapter 3.3.1 --- Accounting Standards --- p.87
Chapter 3.3.1(A) --- Accounting Harmonization --- p.87
Chapter 3.3.1(B) --- China --- p.88
Chapter 3.3.1(C) --- Hong Kong --- p.89
Chapter 3.3.1(D) --- Harmonization Between China and Hong Kong --- p.90
Chapter 3.3.2 --- Mandatory Quarterly Reporting (MQR) --- p.91
Chapter 3.3.2(A) --- China --- p.91
Chapter 3.3.2(B) --- Hong Kong --- p.92
Chapter 3.4 --- AD HOC DISCLOSURE --- p.94
Chapter 3.4.1 --- PSI --- p.94
Chapter 3.4.1(A) --- China --- p.95
Chapter 3.4.1(B) --- Hong Kong --- p.96
Chapter 3.4.2 --- Disclosure of Connected Transactions --- p.97
Chapter 3.4.2(A) --- China --- p.98
Chapter 3.4.2(B) --- Hong Kong --- p.102
Chapter 3.4.3 --- Disclosure of Notifiable Transactions --- p.106
Chapter 3.4.3(A) --- China --- p.106
Chapter 3.4.3(B) --- Hong Kong --- p.108
CONCLUSION --- p.111
Chapter CHAPTER IV --- INDEPENDENT DIRECTOR --- p.113
INTRODUCTION --- p.113
Chapter 4.1 --- AGENCY COST, BOARD INDEPENDENCE, AND CORPORATE PERFORMANCE --- p.116
Chapter 4.2 --- INDEPENDENT DIRECTORS IN CHINA --- p.119
Chapter 4.2.1 --- Regulatory Rules --- p.119
Chapter 4.2.1(A) --- Guidelines for the Articles of Association of Listed Companies --- p.120
Chapter 4.2.1(B) --- Guiding Opinions on the Establishment of Independent Director System for Listed Companies --- p.121
Chapter 4.2.1(C) --- Principles of Corporate Governance for Listed Companies --- p.123
Chapter 4.2.2 --- Implementation of the Institution of Independent Director --- p.125
Chapter 4.2.3 --- Empirical Results --- p.126
Chapter 4.2.4 --- A Wrong Prescription for the Governance Disease --- p.127
Chapter 4.3 --- INDEPENDENT DIRECTORS IN HONG KONG --- p.132
Chapter 4.3.1 --- Regulatory Rules --- p.132
Chapter 4.3.1(A) --- Listing Rules --- p.133
Chapter 4.3.1(B) --- Code on Corporate Governance Practices --- p.134
Chapter 4.3.2 --- The Same Wrong Prescription --- p.136
Chapter 4.4 --- INDEPENDENT DIRECTORS OF H-SHARE COMPANIES --- p.140
Chapter 4.4.1 --- Regulatory Rules --- p.141
Chapter 4.4.2 --- Comparison of the Minimum Mandatory Requirements --- p.142
Chapter 4.4.3 --- Sample Study --- p.143
Chapter 4.4.3(A) --- Employment of INEDs --- p.143
Chapter 4.4.3(B) --- Specialized Committee --- p.144
Chapter 4.4.3(C) --- Occupational Background of INEDs --- p.145
CONCLUSION --- p.146
Chapter CHAPTER V --- GATEKEEPER --- p.148
INTRODUCTION --- p.148
Chapter 5.1 --- SPONSOR --- p.151
Chapter 5.1.1 --- China --- p.152
Chapter 5.1.2 --- Hong Kong --- p.157
Chapter 5.2 --- AUDITOR --- p.163
Chapter 5.2.1 --- China --- p.163
Chapter 5.2.2 --- Hong Kong --- p.168
Chapter 5.3 --- CORPORATE ATTORNEY --- p.173
Chapter 5.3.1 --- China --- p.173
Chapter 5.3.2 --- Hong Kong --- p.177
Chapter 5.4 --- CRA --- p.182
Chapter 5.4.1 --- China --- p.183
Chapter 5.4.2 --- Hong Kong --- p.189
CONCLUSION --- p.192
Chapter CHAPTER VI --- PUBLIC ENFORCEMENT --- p.196
INTRODUCTION --- p.196
Chapter 6.1 --- PUBLIC ENFORCEMENT IN CHINA --- p.199
Chapter 6.1.1 --- CSRC --- p.199
Chapter 6.1.1(A) --- The Primitive Stage --- p.200
Chapter 6.1.1(B) --- The Medieval Stage --- p.201
Chapter 6.1.1(C) --- The Modern Stage --- p.204
Chapter 6.1.1(D) --- CSRC Sanctions --- p.204
Chapter 6.1.2 --- Stock Exchange Self-Regulation --- p.207
Chapter 6.2 --- PUBLIC ENFORCEMENT IN HONG KONG --- p.213
Chapter 6.2.1 --- Hong Kong Government --- p.213
Chapter 6.2.2 --- SFC --- p.214
Chapter 6.2.3 --- MMT --- p.219
Chapter 6.2.4 --- SEHK --- p.221
Chapter 6.2.5 --- The CITIC Pacific Case --- p.223
Chapter 6.2.6 --- Maintenance of the Non-statutory SEHK Listing Rules --- p.226
Chapter 6.3 --- EFFECTS OF REPUTATIONAL SANCTIONS IN CHINA AND HONG KONG --- p.230
Chapter 6.3.1 --- Do Listed Companies Care? --- p.230
Chapter 6.3.2 --- Share Price Reaction --- p.232
Chapter 6.3.2(A) --- Sample --- p.232
Chapter 6.3.2(B) --- Measurement of Cumulative Abnormal Returns (CAR) --- p.233
Chapter 6.3.2(C) --- Results --- p.234
Chapter 6.3.3 --- Collateral Effects --- p.235
Chapter 6.4 --- LIMITED EFFECTS OF REPUTATIONAL SANCTIONS ON H-SHARE COMPANIES --- p.237
CONCLUSION --- p.240
Chapter CHAPTER VII --- PRIVATE ENFORCEMENT --- p.242
INTRODUCTION --- p.242
Chapter 7.1 --- SECURITIES LAW --- p.245
Chapter 7.1.1 --- China --- p.245
Chapter 7.1.2 --- Hong Kong --- p.248
Chapter 7.2 --- CORPORATE LAW --- p.253
Chapter 7.2.1 --- The Common Law Rule in Foss v Harbottle --- p.253
Chapter 7.2.2 --- The New Derivative Action in China --- p.255
Chapter 7.2.2(A) --- Background --- p.255
Chapter 7.2.2(B) --- Locus Standi --- p.257
Chapter 7.2.2(C) --- Standing Requirement --- p.260
Chapter 7.2.2(D) --- Personal Benefit --- p.261
Chapter 7.2.2(E) --- Funding the Action --- p.262
Chapter 7.2.3 --- The Statutory Derivative Action in Hong Kong --- p.265
Chapter 7.2.3(A) --- Member --- p.266
Chapter 7.2.3(B) --- Specified Corporation --- p.267
Chapter 7.2.3(C) --- Misfeasance --- p.268
Chapter 7.2.3(D) --- Preconditions for Leave --- p.269
Chapter 7.2.4 --- Private Enforcement Under the MPAAOs --- p.274
Chapter 7.2.4(A) --- Enforcement by Arbitration --- p.274
Chapter 7.2.4(B) --- Arbitration Procedures --- p.278
Chapter 7.2.4(C) --- Enforcement of Arbitral Awards --- p.281
CONCLUSION --- p.286
CONCLUSION --- p.288
INFORMATION DISCLOSURE --- p.289
INDEDPENDENT DIRECTOR --- p.291
GATEKEEPER --- p.292
PUBLIC ENFORCEMENT --- p.296
PRIVATE ENFORCEMENT --- p.297
OVERALL BONDING EFFECT --- p.299

China permits foreign investors to establish foreign investment companies limited by shares (FICLBS) together with Chinese domestic investors after 1995. FICLBS are a new form of foreign investment in addition to Sino-foreign Equity Joint Ventures, Sino-foreign Contractual Joint Ventures and Wholly Foreign Owned Enterprises. In the meantime, FICLBS have close relations with and are strictly governed by PRC Company Law. The double nature of FICLBS accounts for many characteristics of FICLBS. As a form of foreign investment, FICLBS are based on the foreign investment regime. FICLBS are governed by the legal provisions relating to foreign investment regime. At the same time, various State and Party policies give various characteristics to FICLBS and make them different from other foreign investment enterprises. As a form of modern company, FICLBS are greatly influenced by both civil law and common law as a result of the policy of joining the world economy. This thesis focuses on the common law influences. The influences of common law on FICLBS are manifest in various respects. On the other hand, various Chinese characteristics are intentionally remained. These Chinese characteristics can be found in many important phases and aspects of FICLBS such as corporate capacity, corporate governance, shares and dividends. The contradicting characteristics of FICLBS are a product of the contradicting State and Party policies underlying them. On one hand, China adopts the opening-up policy and has been making constant efforts to join the world economy. On the other hand, China has always been trying to maintain the so-called Chinese characteristics despite the fact that there is no generally accepted definition of Chinese characteristics. Although China has always been committed to keeping its policies consistent, the unstable nature of the policy basis of FICLBS will inevitably affect the future of FICLBS. However, since the opening-up policy of China will not possibly be reversed in the future, FICLBS will remain available for foreign investors no matter how the specific policies are changed.

碩士
國立成功大學
法律學系
104
The order under laisser-faire capitalism is collapse nowadays. The unfair distribution of wealth leads to the stagnant social mobility. Therefore, the government should intervene to a certain extent by propelling the tax reform in order to thrive the economy and agglomerate the consensus of justice and democracy in our country. This dissertation discover the urgency of the controlled foreign corporation (CFC) legislation, and discuss this issue from the comparative law perspective within the U.S., China, and Taiwan, attempting to analyze the elements in CFC, including the subject of taxation, object of taxation, tax base, tax rate, attribution and collection, and construct a feasible CFC institution under the domestic law system. Overall, the CFC draft in Taiwan is relatively brief. Therefore, in the dissertation, it is suggested that the CFC elements should be clarified and specified, in order to expand the applicable range to the most. Moreover, for the purpose of operating CFC smoothly, the domestic law system must be put into consideration. Besides, the discussion in the CFC tax collection can be divided into two parts, the international exchange of information in tax matters, and the dispute resolution in CFC collection are included. The former issue focus on the OECD convention and the adjustment under domestic tax law system. The later one discusses the shifting from the burden of proof to the taxpayers’ duty of cooperation. Besides, how to solve the CFC dispute in collection process via the alternative dispute resolution is important. In conclusion, only with the complete CFC institution can the valuation of the offshore investment become neutralized, and the justice and equity be fulfilled.

China introduced major reforms to its decade-old Company Law and Securities Law in October 2005. The aim of this thesis is to (re)interpret China's post-2005 legal and regulatory reforms concerning governance of listed SOEs and explore whether these reforms have given rise to a new model of corporate governance. The developments are examined through the lens of state capitalism and institutional change. In doing so, the thesis draws upon three strands of literature, namely, comparative capitalism, comparative corporate governance and law and capitalism, particularly Milhaupt and Pistor's postulation of the role of the state in conditioning the interaction between legal and economic changes in state-led economies. While corporate governance is a vast area, this thesis focuses on the evolution of Chinese law and practice concerning three sets of company relations central to the former state-led model of corporate governance. These are state-manager relations, investor protection and non-shareholder stakeholder (including employee) protection. Commonly adopted in the post-war state-led economies until the late 1980s, this model was also reflected in the governance of Chinese listed SOEs prior to the 2005 corporate law reforms. This thesis argues that China's post-2005 regulation of these three sets of relations has undergone significant changes. However, these changes have not led to a greater convergence in the governance of Chinese listed SOEs with the Anglo-American outsider-based model, as widely suggested in the literature. What has emerged from China's post-2005 reforms is a new state-led model that can be called 'a state-led stakeholder' approach. While state involvement in corporate affairs remains strong, this model pays equal attention to strengthening monitoring of managers and the protection of minority shareholders and other non-shareholder stakeholders, including, but not limited to employees. Although difficult to reconcile with the outsider-based model, the rise of this new model in China cannot be separated from its efforts to maintain the Chinese form of state-led economic development, while grappling with the increasing demands made on the state for protection by investors and other stakeholders. The emergence of this new state-led model has been better reflected in the Chinese post-2005 regulatory framework, than the reality of corporate governance in listed SOEs. The lack of more radical changes in the latter respect has been, in part, caused by various disadvantages associated with the state as essentially the sole guardian of this new governance model. The long-term viability of this model is likely to hinge on the balance between the will and capacity of the state to adjust its competing goals and the diverse interests within listed SOEs, and the risk of lax internal controls that persists at the corporate level. However, due in part to its general congruence with the Chinese state-led economic development, the continued evolution of this model is likely to be incremental. As such, the articulation of the state-led stakeholder model of corporate governance makes a significant contribution to our understanding of not only Chinese corporate governance, but also comparative corporate governance and comparative capitalism more broadly.

碩士
南台科技大學
財經法律研究所
98
Influenced by the globalization, ownership and management right have increasingly become separate in the governance structure of corporations. Plenty of minority shareholders do not participate in the management of corporations directly, and it thus leads to that managerial decision-making rights are controlled by the management level or controlling shareholders who often violate minority shareholders' interest through their superior status. The flawlessness of corporate governance system affects not only corporate performance but also national financial order. Within recent years, countries around the world tended to strengthen shareholders' interest with regard to corporate governance -- to protect minority shareholders' interest and facilitate the exercise in particular, more significant for a sound corporate governance. Taiwan and China joined in WTO in Dec. 2001 and Jan. 2002; in order to fulfill their commitments made as they joined in it, they amended related corporation law in 2005 and 2006 and particularly focused on the issues of corporate governance and the protection of minority shareholders in the hope to meet the trend of corporate governance under globalization. This study discussed issues related to corporate governance and the protection of minority shareholders' interest based on 3 dimensions. First, modern and new concepts of corporate governance included corporate social responsibility, therefore whether corporations should take the social responsibility for other stakeholders and whether corporation owners should be responsible only for shareholders will affect shareholders' interest. Hence, this study discussed the content and evolution of corporate social responsibility from the traditional perspective of shareholders' interests come first and further investigated the harmonizing of these two opposing concepts and finally discussed the implementation and legislation of corporate social responsibility in countries around the world, Taiwan and China. Next, this study discussed the content of corporate governance in order to know the current status and trend of corporate governance worldwide and in international economic organizations, and analyzed the influence of different shareholding structures on corporate governance rules under different legal systems to further understand the influence of different corporations' governance status on minority shareholders' interest, and finally investigated what the necessity of the protection of minority shareholders' interest was. Furthermore, Taiwan and China inevitably cannot be bystanders because the issue of the protection of minority shareholders' interest in corporation law was valued by each country and international economic organizations. As a consequence, it was necessary to discuss systems related to the protection of minority shareholders' interest under Taiwan and China’s corporate law. With regard to the above issues, this study conducted the analysis through academic research and proposed the conclusion and suggestions in the end after the integration of different comments.

碩士
東吳大學
法律學系
104
Many countries of the world had amended their Corporation Law to adjusted their capital system from the“statutory capital system” to the “subscription capital system” since 1960's. It means that a company shall be credited base on its total assets rather than its capital. However, three capital principles such as capital maintenance, constant, and fixed, seem to be encountered challenges. In 2013, the Corporation Law of Mainland China had a huge amendment that modified the “statutory capital system” with a new system – the “subscription capital system”. This is a major breakthrough in the Mainland China, but also presents its tendency to market economy. Such amendment of the Corporation Law changed the stockholder’s funding obligation, and it comes to an important question: How to use Article 158 (crime of misstating the registered capital) and Article 159 (crime of false capital contribution and /or sprinting investment away) of the Criminal Law of Mainland China? And is there any necessity of those Capital Crimes? This thesis stars from other countries’ legislative patterns to observe the meaning of the amendment of the corporation law of Mainland China, but also studies the legal consequences of shareholder’s illegal funding obligations. Obviously, under the subscription capital system, those Capital Crimes aforementioned are useless and need to be decriminalized. This thesis also compares the capital regulations in the corporation laws and finds the differences between Taiwan and Mainland China, and reviews some defects in the capital regulation of Mainland China.

碩士
中原大學
財經法律研究所
101
With the evolution of economic globalization and international competition is becoming increasingly fierce, enterprises survive and expand in order to achieve business goals, gradually to low-wage developing countries seeking development opportunities in an attempt to price competition to attract consumers. Have cheap land; labor costs and market potential in developing countries become the focus of every country’s investment. Mainland China is also under the development of the trend, become the production base for multinational businesses from coastal development to inland. Factories bring business opportunities to create jobs, but the protection of labor rights and the rule of law are also subject to concerns. Multinationals to invest in China's incentive due to lower labor costs, to make the brand manufacturer selling prices substantially reduced, in order to get a greater competitive advantage, multinational companies cut workers' rights, there are some violations of labor law and, since Chinese mainland enforcement is not implemented, and to form the asymmetry between employers and employees, ignoring the protection of workers. This paper is divided into six chapters: The first chapter explains the motive and purpose of the study stating the scope and research methodology adopted in this paper; The second chapter is to make more explicit the concept of economic globalization, the globalization of the origin and status be introduced, while globalization is related to mainland China into the world's factory and its political, economic and labor law relevant. International Labour Organization (ILO) spend much effort for the protection of labor rights, Chinese mainland as the ILO Member States, this part of the review of Mainland China to the Convention and the implementation of international labor standards; Chapter III is related to multinational brands pricing and profit allocated, the China pay labor costs, but how the resulting distribution of benefits, reviewing multinational business strategy issues; Chapter IV is related to safeguard labor rights in China produced a description of the related law; fifth chapter is related to multinational companies in China, labor rights infringement cases occurred , induction enterprises and workers' rights and obligations, and then analyzes its labor laws, economic, corporate social responsibility issues. Finally, in order to organize and analyze the proceeds of each chapter, make the conclusion and recommendations.

In the context of transition, where the Chinese enterprises are seeking good models for the corporate governance, one Anglo-American corporate governance model, the agency model, seems to shed some light on enterprises that used to be privately-owned and have transformed into public corporations. Although the agency model might be a solution to the public corporations, it never the less fails to match the Chinese context in many respects. In light of the nature of the agency model and potential mismatches with the Chinese context, this thesis examines theoretical reasons that could account for the discrepancies between the two. It is argued that, despite the foreign nature of this model and the need for amendment, the Chinese public corporations are still be able to establish good corporate governance structure via it.

À l’heure actuelle, la régulation des chaines mondiales de production dépend principalement de mécanismes non étatiques tels que les codes de conduite et les audits sociaux implantés par les entreprises, les ONG et les organisations internationales. Dans cette recherche, nous évaluons si les audits menés par Nike, Adidas et Puma peuvent contribuer à renforcer les droits des travailleurs chinois. À l’aide d’entrevues réalisées sur le terrain auprès d’auditeurs et d’ONG, nous avons conceptualisé quatre conditions de base, lesquelles concernent la participation directe des travailleurs, le développement de capacités locales, le respect de la liberté d’association et la professionnalisation du travail d’auditeur social. Notre étude conclut que des étapes restent à franchir afin que les audits deviennent des outils d’avancement des droits fondamentaux. L’enjeu prioritaire demeure le développement de structures démocratiques afin de permettre aux ouvriers de former des syndicats libres et de négocier leurs propres conventions de travail.
Current regulation of global supply chains mainly relies on non state mechanisms such as codes of conduct and social audits implemented by corporations, non governmental organizations (NGOs) and international organizations. This research seeks to assess if the audits carried out by Nike, Adidas and Puma can help strengthen the rights of Chinese workers. Through field work interviews conducted with auditors and NGOs, four basic conditions were defined and involve direct participation of workers, local capacity building, respect of freedom of association and professionalization of social auditors. The outcome of the study reveals progress still needs to be achieved for audits to become tools for the advancement of fundamental rights. The primary issue remains the development of democratic systems to allow workers to form free unions and negotiate their own collective labour agreements.

by Lee Pui-Wah, Josephine.
Thesis (M.B.A.)--Chinese University of Hong Kong, 1997.
Includes bibliographical references (leaves 41-42).
ABSTRACT --- p.ii
ACKNOWLEDGEMENTS --- p.iii
TABLE OF CONTENTS --- p.iv
Chapter
Chapter I. --- INTRODUCTION --- p.1
Purpose of Study --- p.3
Chapter II. --- METHODOLOG --- p.4
Approach --- p.4
Time Horizon Covered in the Paper --- p.5
Assumption --- p.5
General Problems of Studies in China --- p.5
Chapter III. --- CHINESE SHAREHOLDING REFORM AND OPERATING ENVIRONMENT --- p.6
Chinese Legal System --- p.6
Hong Kong Stock Market - H Shares Profile --- p.7
Chinese Stock Market - A Shares Profile --- p.8
Chapter IV. --- THEORIES RELATED TO STOCK MARKET REGULATION --- p.12
Market Failure Theory --- p.14
Public Choice Theory --- p.15
COMPARATIVE ANALYSIS --- p.17
Information Disclosure Related to Important Transactions --- p.18
Information Disclosure Related to Takeover and Merger --- p.20
Financial Information --- p.23
Disclosure of Directors' and Substantial Shareholders' Interests --- p.24
Chapter V. --- EVALUATION --- p.25
Depth and Breadth of Information --- p.25
The Quality of Information --- p.26
Difficulties that Issuers Confront --- p.27
Cultural Influence --- p.27
Lack of Motivation --- p.28
Lack of Education and standards --- p.28
The Importance of Information in a Speculative Market --- p.29
Nature of Reform --- p.30
Chapter VI. --- CONCLUSION --- p.31
APPENDIX --- p.34
BIBLIORGRAPHY --- p.41

Les investissements étrangers directs (IED), définis comme étant un transfert de capital durable d'un pays source à une entreprise formée ou exploitée sur le territoire du pays hôte, sont importants pour le développement économique international. Vu l'importance de ce phénomène, la Chine a placé les IED au premier plan de sa politique d'ouverture et les organisations internationales telles que l'Organisation mondiale du commerce tentent de mettre en place un cadre pour régir les IED. Les positions de négociations sont toutefois très difficiles à concilier et la Chine occupe depuis son accession en 2001 un rôle d'intermédiaire entre les positions des pays industrialisés et des pays en développement. Le droit international a par ailleurs un impact sur le droit interne d'un pays comme la Chine, tout comme son bagage idéologique et culturel. L'analyse du droit interne chinois nous permet d'évaluer la protection qui est accordée aux IED et au marché chinois, ce dernier ayant pour effet de traiter de manière discriminatoire les IED. Les règles restreignant les secteurs d'activités dans lesquels des projets d'IED sont autorisés, tout autant que celles établissant les structures corporatives pouvant être utilisées ou celles régissant les contrats nécessaires aux opérations de l'entreprise à investissement étranger ont essentiellement pour but de protéger le marché chinois et créent donc de la discrimination à l'égard des IED. Les règles prévoyant des incitatifs fiscaux pour les entreprises à investissement étranger ont à l'inverse pour effet d'accorder un traitement privilégié aux projets d'IED en fonction de zones géographiques et de secteurs d'activités dans le cadre de la politique de développement économique de la Chine. Ce droit interne doit toutefois être correctement appliqué pour avoir les effets escomptés sur le traitement des IED. En Chine, on ne peut pas conclure que l'état de droit soit en place, les relations interpersonnelles jouant encore un rôle capital. De ce fait, les nombreuses lois, en apparence complètes, qui continuent d'avoir comme principal objectif de protéger le marché chinois, n'accordent pas la sécurité juridique à laquelle pourrait s'attendre un investisseur occidental. Le constat: la protection accordée aux IED est insuffisante en Chine bien qu'elle s'améliore rapidement et un traitement souvent discriminatoire des IED subsiste dans le but de protéger le marché. Il nous apparaît donc qu'il n'y a pas encore d'équilibre entre la protection des investisseurs et la protection du marché chinois.
Foreign direct investments (FDI), a sustainable transfer of capital from one country to an enterprise formed or operated by the foreign investor on the territory of the host country are very important for the economic development at an international level. China has made FDI a top priority for its open door policy. Given the importance of FDI, international organisations such as the World trade organization are attempting to put in place a convention to deal with FDI. The negotiating positions are hard to reconcile but China has adopted, since its accession to the WTO in 2001, the role of the intermediary between the developed and the developing worlds. International law as weil as the political and cultural backgrounds of China, have an important impact on intemallaws regarding FDI. By analyzing Chinese laws on FDI it is possible to determine the level of protection granted to FDI and to the Chinese market, this second element having a direct impact on a discriminatory treatment of foreign investors in China. Rules regarding the sectors of activities, the corporate structures available to FDI and the laws regarding contracts necessary for the business operations essentially have for objective the protection of the Chinese market and consèquently, have for effect to discriminate FDI. In contrast, tax legislation applicable to FDI has a positive impact granting them preferential treatments in conjunction with geographic zones or sectors of activities and thus also has the effect of responding to China's commercial and development imperatives. Although legislation pertaining to FDI in China may appear complete, laws must be applied properly in order to have their expected effects on the treatment of FDI. Because of many factors such as the cultural background of China, there is no rule of law in China; relationships are still very important and laws come second. Consequently, the laws and regulations, even if many of them have the objective of protecting the market, fail to protect the FDI properly on the Chinese territory. Our conclusion is that protection granted to FDI is insufficient although it is improving rapidly and the treatment of FDI is in many cases still discriminatory in order to protect the Chinese market. It seems that the protection of the investors and the protection of the Chinese market have yet to reach a balance.
"Mémoire présenté à la Faculté des études supérieures en vue de l'obtention du grade de Maîtrise en droit, option droit commercial". Ce mémoire a été accepté à l'unanimité et classé parmi les 10% des mémoires de la discipline.

This thesis argues that Hong Kong should establish a pluralistic regime to regulate directors, because amending the law cannot resolve the gap in regulation created by the incongruity between the law of directors’ duties, and the values that underpin the governance practices in Chinese family companies. This research is important for the reason that unless this incongruence is dealt with, experiences have suggested that governance and related problems in Chinese family companies could escalate into wind up action. Furthermore, this gap in regulation could affect more than half a million companies in Hong Kong. At present, the law of directors’ duties in Hong Kong is essentially British, introduced during the colonial administration over a century ago. The legal obligations are fiduciary in nature. To date, amendments to the law of directors’ duties in Hong Kong are limited to discussions about codification along the lines of the British law reforms. And after two decades the government was finally able to achieve some consensus amongst the business and professional elites in Hong Kong to codify directors’ duty of care. However, fiduciary duties remained general law obligations. British laws continue to be used as benchmarks for Hong Kong’s corporate governance regulation in order to encourage international investments into the Territory’s equity markets. Whilst it is appropriate for publicly listed and non-family companies, it is ill suited for Chinese family companies, because in these companies, the underlying values of governance focus on the control of the family company by the family patriarch, and on maintaining harmonious relationships amongst family members. These values and norms emanate from Confucian doctrines that have been embedded in the Chinese psyche for centuries. In sum, there appears to be one set of formal legal rules and another informal normdriven value based normative ordering regulating directors in Hong Kong. However, without a regulatory framework, compliance with the informal normative ordering is capricious. To resolve this, nodal governance theory proposes that networks are well suited to be organised as a self-regulatory node or body. Since Hong Kong’s economy is built on networks of family companies, they can be effectively mobilised as a self-regulatory node or body to fill the current gap in the territory’s corporate governance regulatory regime. The proposed Chinese self-regulatory node or body should deal with conflicts in Chinese family companies, because without a forum to address grievances they could escalate to the point of fen jia (division of assets leading to liquidation). Thus, culturally appropriate intervention and assistance is vital to find solutions to company disputes. Given that paternalism and harmonious relationships underpin the governance of Chinese family companies in Hong Kong, they are central to the regulatory proposal. However, these Confucian enthused values could not be regulated through legal rules. Instead, it is through persuasion and compromises that they are applied to bring about a mediated resolution. Since governmental recognition and judicial practice direction on mediation in Hong Kong is already in place, the mediated outcomes by a Chinese self-regulatory node or body could be deemed by the courts to be an alternative dispute resolution procedure to settle disputes concerning the governance of Chinese family companies. Lastly, even though this reform proposal is conceptual and more research needs to be done, the recommendations of this thesis are aimed at addressing a long neglected area of corporate governance regulation in Hong Kong.