http://dspace.cityu.edu.hk:80/handle/2031/758 Tue, 30 Apr 2013 06:03:06 GMT 2013-04-30T06:03:06Z http://dspace.cityu.edu.hk:80/handle/2031/5025 Title: Designing and reforming the law of directors' duty of care, diligence and skill in mainland China : a comparative perspective Authors: Chen, Huan (陳歡) Abstract: During the past years, problems about directors’ duty of care, diligence and skill are gradually exposed and apparently, reform of the law is necessitated in Mainland China. The new PRC Company Law 2005 came into effect in early 2006. There for the first time, directors’ duty of care, diligence and skill is set out in the law. This is commendable but not altogether satisfactory as the relevant provision is arguably too simple and general. Based upon comparative study on Chinese and Hong Kong company law, the writer shall present some suggestions on designing and reforming such duty in Mainland China. Some recent cases concerning independent directors reflected the public dissatisfaction towards inactive and negligent directors. Based on field interviews, statistical data and literature researches, it is concluded that in Mainland China, problems about directors’ duty of care, diligence and skill mainly exist with directors of large companies. Careful examination is devoted to the current law about directors’ duty of care, diligence and skill both in Hong Kong and in Mainland China. To a large extent, the experiences learned from Hong Kong may be borrowed in the reform of the law in Mainland China, though in some certain aspects, the distinct circumstances in Mainland China justify different choices. The influence of disqualification regime is also considered in this thesis. In Hong Kong, it is concluded that disqualification cases have a great bearing upon the general standard of directors’ duty of care, diligence and skill. However, the similar regime fails to play its due role in Mainland China. The writer will give some tentative suggestions on the reform of disqualification regime with the intention of helping improve the directorial competence in Mainland China. Apart from the substantive content of the duty, an appropriate regulatory framework is equally important to the implementation of the law in practice. What forms the legislature should choose to provide the duty is the primary question to be answered. Moreover, the function of contracts and company’s articles of association in regulating directors’ duty of care, diligence and skill will also be discussed. Finally, the liabilities for breach of the duty will be examined. Notes: CityU Call Number: K1327.C44 2006; Includes bibliographical references (leaves 167-174); Thesis (M.Phil.)--City University of Hong Kong, 2006; ix, 199 leaves ; 30 cm. Sun, 01 Jan 2006 00:00:00 GMT http://dspace.cityu.edu.hk:80/handle/2031/5025 2006-01-01T00:00:00Z http://dspace.cityu.edu.hk:80/handle/2031/4775 Title: The transformation of Chinese rural collective enterprises in the 1990s : the Guangdong experience Authors: Chiang, Chi Hang (鄭志行) Abstract: The role of rural collective enterprises has evolved as the Chinese rural economy has shifted from agriculture-based to industry-based since the post Mao era. Due to the rapid changes in the economic environment, governmental policies and legislation, the rural collective enterprises transformed so quickly and unexpectedly that it is sometimes difficult to define ownership. However, all these overwhelming changes are geared towards privatization of rural collective enterprises. We have seen that the property rights of the traditional collective enterprises transformed radically in the past decade, breaking the traditional legal concept that ownership was not recognized as private rights under the old Chinese Marxist socialist jurisprudence. Stepping into the 1990s, the collective enterprises entered another transitional period. The legal and economic reform has had a considerable impact on the ownership transformation. A number of local ministry level regulations and several pieces of important national legislation including "the Chinese Company Law (1993)", "the Law of the People's Republic of China on Rural Collective Enterprises (1996)," and "the Constitutional Amendment (1999)," were enacted to facilitate the collective enterprise transformation. As a result, a new and significant ownership, "shareholding cooperative enterprise (SCE)," has surfaced out of the stimulating environment. In earlier chapters, an introduction will be made to the historical background, ideological considerations and the ambiguous nature of the traditional collective enterprises. Subsequently, the focus will turn to the new concept of SCE ownership. The discussion centres on the process of ownership transformation of the SCEs including their legal development. The SCEs will be further analysed through study of their legal characteristics, comparisons with other Chinese business associations, and a review of their achievements, problems, possible solutions and prospect. The study also explores factual findings regarding the changing ownership status from the traditional collective enterprises to the SCEs in the 1990s. The conclusion is that the SCEs act as a transitional model through which an irreversible process of privatization is already taking place in rural China to bring more dynamics to the market. The SCE ownership facilitates the transition from a planned to market oriented mechanism, from socialized to individualized production and from a cooperative system into a private economy. The research lays the ground work and offers new insights for future studies on related areas. As we begin to realize the ownership transformation, we may also perceive how efficacious China's reform and open policies actually are and what upcoming major problems need to be tackled in the twenty first century. Notes: viii, 147 leaves ; 30 cm.; Thesis (M.Phil.)--City University of Hong Kong, 2004; Includes bibliographical references (leaves 128-147); CityU Call Number: HC428.K9 C45 2004 Thu, 01 Jan 2004 00:00:00 GMT http://dspace.cityu.edu.hk:80/handle/2031/4775 2004-01-01T00:00:00Z http://dspace.cityu.edu.hk:80/handle/2031/4542 Title: A legal study of mandatory disclosure requirements of listed companies : the road for China Authors: Shen, Han (沈菡) Abstract: Legal protection of investors, especially minority investors has significant effects on the development of stock markets. The mandatory disclosure regime has been established and developed as a strong tool for investor protection. Needless to say, building a sound disclosure legal regime is also vital for the development of China s stock market. Currently, many unique features of China s stock market are inconsistent with the concept of market economy, which produced a lot of problems in its disclosure regime. Also, the trends of globalization and China s WTO accession bring both opportunities and challenges to the existing regime. An important task of China s regulators is to effectively protect their investors through a sound disclosure legal regime so as to improve transparency, efficiency, integrity and safety of the whole stock market. This thesis identifies key characteristics of China s stock market and its listed companies, as well as examines current legal and practical obstacles facing the establishment of a good disclosure regime in China. It explores the experience of disclosure regulation in some foreign jurisdictions and highlights recent legal changes following China s WTO accession as well. This thesis finds that state domination and government intervention in most Chinese listed companies often play a negative role in listed companies performance. For this reason, there were also a number of problems in corporate disclosure, corporate governance, market professionals, regulation and enforcement. This thesis concludes that in order to protect the investors and enhance disclosure performance of listed companies, China should find solutions for rooted problems and substantially improve its regulatory capacity and efficiency of information disclosure through establishing a set of comprehensive and enforceable rules. Notes: 8, xvii, 293 leaves : ill. ; 30 cm.; CityU Call Number: KNQ962.S54 2006; Includes bibliographical references (leaves 264-293); Thesis (M.Phil.)--City University of Hong Kong, 2006 Sun, 01 Jan 2006 00:00:00 GMT http://dspace.cityu.edu.hk:80/handle/2031/4542 2006-01-01T00:00:00Z http://dspace.cityu.edu.hk:80/handle/2031/4541 Title: A comparative study on bank confidentiality law in Hong Kong and Mainland China Authors: Jiang, Yunfeng (蔣雲峰) Abstract: This thesis compares the bank confidentiality laws in Hong Kong and Mainland China and evaluates their effectiveness in achieving the desired ends. It uses a set of common functions of bank confidentiality law, developed through examination of the origin, concept and rationale of bank confidentiality, as the parameters for the comparative study. Bank confidentiality law and practice in Hong Kong and Mainland China are analyzed in detail in order to demonstrate the differences and similarities. Moreover, the thesis puts the comparison into three specific thorny but interesting fields for bank confidentiality law, ie credit referencing, anti-money laundering and extraterritorial operation of banks, to deepen the understanding on the two bank confidentiality regimes. The thesis concludes with an overall evaluation on the institutional efficiency of the two bank confidentiality law regimes as well as a number of recommendations for improvement of each of them. Notes: CityU Call Number: K1089.J53 2004; Includes bibliographical references (leaves i-xiii); Thesis (M.Phil.)--City University of Hong Kong, 2004; x, iii, iii, viii, 244, xiii leaves ; 30 cm. Thu, 01 Jan 2004 00:00:00 GMT http://dspace.cityu.edu.hk:80/handle/2031/4541 2004-01-01T00:00:00Z