Corporations, Globalisation and the Law series
Chapter 1: Introduction: Legal Transplants, Convergence and Regionalism in Chinese Corporate Law Reform
I INTRODUCTION AND OVERVIEW A number of diﬀerent approaches have been taken by those who have analysed corporate law reform in China. One group of writers, who can be called ‘transplant theorists’, have focused on the way in which western concepts of the company have been applied in the drafting of Chinese company and securities legislation. Some have complained of the legal confusion arising from thoughtless transplantation of western company-law concepts into a Chinese political and social context,1 while others have seen an auspicious melding of the ‘organizational structure of Western capitalist business into a socialist regime’.2 Issues of corporate governance preoccupy many of these writers, with several questioning whether mechanisms aimed at overcoming ‘agency problems’ arising within the western model of the corporation are appropriate for solving possibly diﬀerent problems, in the diﬀerent environment of China.3 Some analysts of law and corporate governance in China have tried to identify the sometimes confusing variety of foreign inﬂuences upon the system, pointing out that, while many aspects appear to have been adapted from civil-law systems such as those of Germany and Japan, still other aspects appear to be based on the example of Hong Kong’s success as a common-law based centre of market-oriented business enterprise. Often preoccupied with questions of ‘convergence’, these writers occasionally hope that future reforms will make the Chinese system more like AngloAmerican systems, and less like those of continental Europe or Japan.4 Another group of writers has focused upon the many tensions...