Welcome toChinese Legal Research Net
Add to Favorites | Chinese
Position:home>News>
"Improve the socialist legal system with Chinese characteristics and study," Lec
From;    Author:
December 14 evening, "improve the socialist legal system with Chinese characteristics and study," Lecture Series symposium 601 in the Matilda International Academic Hall Law Building at the NPC Standing Committee Li Fei, deputy director of Legislative Affairs Commission gave a lecture "Commercial Law and the legislative process and prospects," the excellent report. This report by the Chinese People's University Law School hosted Professor Zhu Jingwen, the Securities Law of China, vice chairman of China People's University Law School professor Dong Ansheng, in consultation with Law of China Law, vice president of the Chinese People's University Law School Professor Lin Ye , Professor of Law, Renmin University of China, Commercial Director of the Institute Liu Junhai invited to serve as council people, School of Law Professor Feng Yujun, Yang Yu Wenguang associate professor and teacher, "Legal Daily" senior reporter, the former assistant director of Jun Yan, as well as from various departments teachers and students attended the meeting. During the reporting period, Li Fei, deputy director of the main focus on the development of our country is now out of the "Company Law", "Partnership Enterprise Law", "Securities Law", "Insurance Law", "Trust Law" and "Securities Investment Fund Law" six laws fully detailed description of the legislative background and the future commercial prospects. The first part describes China's "Law" of the legislative process and prospects. Li Fei, deputy director of the first reviews the legislative twists and turns through the Company Law and the reasons: to develop in 1979, the company introduced the first system of law, "Foreign Joint Ventures", which is the prototype of modern company law. To May 1992, the State Economic Restructuring Commission issued a two normative views is a "normative views on limited liability company", is a "normative views Corporation." There are thousands of miles to personally urge the chairman to develop the "Company Law", and Comrade Deng Xiaoping, chief architect of the reforms ahead of the keen vision and active promotion, and finally to December 1993, Standing Committee passed the "Company Law." Now the two companies established forms: the limited liability companies and joint stock. "Company Law" was released was so difficult, the following main reasons: first, that the collective enterprises, joint-stock can not be implemented because of the collective organization of collective property is the collective of all the working people, not by copies of all. If the press were tantamount to dividing the collective property. If you press the liability to reform the state-owned enterprises, the old "state-owned Industrial Enterprises Law" and difficult. Second, the internal governance mechanism in the end, what form is indecisive. After continuous discussion and decision, or choice of a market economy under the conditions of foreign corporate governance, the shareholders of the General Assembly is the highest authority, the board as a parallel to the daily decision-making body (executive body), the other is for his oversight of the board of supervisors Anglo-American countries do not board of supervisors, through the independent directors to exercise these functions. Third, the conditions for companies to set up great controversy. Because in the reform and opening up and the early nineties, there were two rounds of the company erected a phenomenon, those bags have catastrophic consequences for the company. Therefore, the company provides for the establishment of strict conditions, for example, the statutory registered capital system, investors must have full civil capacity, to have a fixed place of business and the actual contribution, and the minimum amount of capital requirements. Changes up to 2004's "Company Law" allowed the establishment of non-listing of the Company. However, the corresponding non-listed transactions to become a prominent problem, it's who is monitoring the issue and sale transaction be a problem. Last modified "Company Law" mainly related to corporate governance issues. Lawmakers adopted a compromise on this issue-style treatment. Independent directors and the supervisory board at the same time allowing the existence of double structure. Looking at the way the Legislative Law, China's corporate system, from the original owned enterprises and collectively owned enterprise reform is now corporate enterprises. Thanks to Comrade Deng Xiaoping made his speech and the central establishment of a market economic system and the spirit of modern enterprise system. Li Fei, deputy director and then the future of the Company Law of China in the future, he believes China's accession to WTO, foreign companies can not engage in super-national treatment, engage in special. Suggested that the three foreign companies involved in corporate law in parts of the organization into a unified country to make use of the existing Company Law. Foreign investment incentives can be developed separately called for laws or law, or called the Foreign Investment Law, provides only that part of preferential policies. The second part reviews the "Partnership Enterprise Law," he says Although we do not require the two companies and unlimited liability companies together, in fact, through the Partnership Enterprise Law to fulfill this task. Now the newly revised Partnership Enterprise Law is actually three types of partnership, one is a general partner, all partners are jointly and severally liable, one is a limited partnership, which both limited liability, have unlimited liability. Another type is a special general partner. The third part of the detailed analysis of the "Securities Act" legislation through. "Securities Act" legislation across the third National People's Congress, in consideration of the Seventh National People's Congress submitted to the NPC at the end of the Eighth National People's Congress is not the trial down to continue its consideration of the Ninth National People's Congress, from the "Company Law" for five years a whole difference. Mainly because of its implications than the "Law" is more complex. Specifically, the following issues: First, engage in the securities market of our country or else? Establish what kind of stock market? Second, we tried these stock market rules, the law in affirming it, we must also do more modern stock market ahead of the provisions of some rules. For example, whether to allow over the counter? When the transaction, whether to allow margin trading? Third, the stock position and membership relations; Fourth, the acquisition of listed companies; Fifth, the function of positioning the securities company; Sixth, trade clearing and turn transactions. There is a big debate on these issues, Minister Li expounded one by one made clear. The fourth section provides a brief review of "Insurance Law", with the establishment of a market economy, opening up the commercial insurance market is imperative. The field of insurance both international foundation and a fairly standard practice abroad, to develop "Insurance Law" is also a matter of course. Li Fei, deputy director, says that when Rong comrades have a clear view, the insurance companies are not financial companies, which is then independent of the insurance regulatory reasons. Important contract of insurance products should be reported to regulatory authorities to review and give guidance. The interpretation of insurance contracts, if there are two kinds of explanation, to do with the interpretation favorable to the insured person. The establishment of insurance companies operating rules and some norms. Have made progress, but overall it is quite smooth. Part V reviews the "Trust Law" and "Securities Investment Fund Law," the legislative process. He pointed out that the "Trust Law," a totally foreign goods, and introduced him to the United States and Japan that year led special investigation, and the American Bar Association, the drafting of the "Trust Law" direct exchange of several experts experience. Finally, the fund concept, types and principle of operation. Appraisal stage, Professor Dong Ansheng that in the "Company Law" legislation, Li Fei, deputy director of the legislative background say, really influenced by the Chinese leader Deng Xiaoping very large support, which is very, very important and significant historical progress. On the nature of the partnership property, the Board should not be the Professor of the common and share from the partnership, transfer, etc. were explained. On "Securities Law", the Professor Dong from the securities trading, financial product innovation, market rules and trading rules of the law, the case of listed companies and other aspects of the acquisition of a very enlightening talk about ideas. Discussant Professor Ye Lin Li Fei, deputy director of the stresses that the legislative background is never recorded on paper things, but not the unofficial, but real history. Stressed the significance of one thing particularly to the legislator is able to hear it described the legislative background and the causes and effects are. Then, Professor Ye Wen told to borrow a word, "look up to blue sky, down to earth." To explain China's reform is really hard to see in the future, it is difficult to judge history in how to make the right choice. Then, he believes that China will face a very large insurance market space. New "Insurance Law" to protect the interests of the prominent object, not the insured, but insured. What kind of mechanism used to protect the parties who signed the law other than the parties, this is a "contract law" theory is an enormous blow. Finally, Prof Ip expect the "Securities Act", "Company Law" in the "five-second" period could be better. Professor Liu Junhai Li Fei, deputy director of the highly praised the legislation as commercial leaders and makers, led the drafting of many laws. While it is difficult to judge the laws he raised GDP2% or 3%, but can be sure that our economic development is a significant contribution, and from the three talk about their feelings. The first is the "Company Law" to further the problem of modernization. China's "Company Law" after a series of changes, the company's unified, electronic, and further encourage the expansion of the company autonomy, are the future. How to solve the non-listed shares of the company's illegal fund-raising problems, the issue of shares issued. The second is about the "Partnership Enterprise Law", we further made a lot of consensus. The general partner is an unlimited company, the two combined company is a limited partnership. Third, the Commission now as an ad hoc institution veiled. Should CSRC, CIRC and CBRC together into the executive. Finally, Professor Liu talked about the two proposals: first, China's stock exchanges should be encouraged to go out, but there is a premise is to promote corporate reform, it is listed in the Shenzhen Stock Exchange Shanghai Stock Exchange, Shenzhen Stock Exchange listed on the Shanghai Stock Exchange . The second is the stock exchange as its management, legal status, and the appointment of General Manager and the SFC is not coordinated, it is recommended to general manager of the election and appointment by the Council appropriate. Professor Yang Dongfu that the Legislative Research Council's series of reports is to improve the socialist legal system with Chinese characteristics, study series, this is a groundbreaking, is a summary of the report, but also a opening up the future of the report. He believes in the socialist construction of the socialist legal system so far as, most Chinese characteristics is reported by Li Fei, deputy director of commercial law system. Our socialist market economy is the social motivation, the most characteristic is the main economic-related commercial and economic law, commercial law is the most relevant legal system with Chinese characteristics. After deliberations, Professor Zhu Jingwen made concluding remarks. He again stressed that the Legislative Research Council report will be held in the purpose of this series is actually engaged in legislative work to strengthen the communication between staff and academics, but more important to be able to hear what is behind legislation. At the same time on behalf of Professor Zhu Li Fei, deputy director of the School of Law, presented to the Law School Anniversary gifts.