精华全英文愿版公司法教程.ppt

Corporate Law Prepared by Wang Yan Teaching plan: 1 Introduction of Commercial Organization 2 Formation of corporation 3 Personality of corporation(公司人格制度） 4 Raising and maintenance of capital （公司资本的募集和维持） 5 Corporate Governance and Corporate Structure 6 Shareholders’ meeting ( membership and control) 7 Board of Directors and Officers 8 Supervisory board (监事会) and Auditors 9 Combination, split-up and alteration of corporation 10 Takeover and Anti-takeover Measures 11 Winding-up, liquidation and bankruptcy 12 Insider trading and other securities fraud(内幕交易与其他证券欺诈） 13 Corporate suits (shareholder personal suit, suit instituted by the corporation, derivative action, class action) Textbook Hong Kong Company Law ? Reference Book Corporations: Examples and Explanations by Alan R. Palmiter （公司法：案例与解析，第四版，影印系列，中信出版社） ? Assessment Method Attendance and Participation 30% Assignment and Presentation 20% Final Examination 50% Contact: Mobil ph. 0086 E-mail: swallow_wang79@ swallow_wang@ Unit 1 A brief introduction of Commercial Organization 1. Some legal terms in corporate law a. natural person v. legal person 自然人 法人 b. common law legal system v. continental law legal system 普通法法系 大陆法系 英美法法系 民法法系 (civil law legal system) (Anglo-American law system) Civil Law System (Continental law system) The civil law system is the general typology of legal systems found in most countries. It is an alternative to common law system and has its roots in Roman Law. It is employed by almost every country that was not a colony of the British Empire. In most jurisdictions the civil law is codified in the form of a civil codes, but in some, like Scotland it remains uncodified. Most codes follow the tradition of Code Napoléon in some fashion. Notably, the German code was developed from Roman law with reference to G