While in many countries we observed a privatization of many businesses, China adopted a different personal way called ‘corporatization’, i.e. “entails restructuring state enterprises, adopting the corporate form, and instituting stock ownership and trading without necessarily relinquishing the state’s controlling interest in the means of production” (Art & Gu, 1995). It worth mentioning the particular efforts to improve the economy which led to thirty years double-digit GDP growth and continuous growth at a high 6% - 7% still today1. Many changes took place and many new regulations have been introduced to achieve such remarkable results, in particular, the “enormous effort at reforming state enterprises” is a never-ending activity and in fact nowadays there is much discussion on how to keep improving those firms’ efficiency, effectiveness and increase performance. Although nobody knows how China will look like in twenty years, as inquired by (Ramo, 2014) or further future, we can guess that it will fundamentally contribute to the worldwide economy and its international business might represent a paramount model for other economies. How the modernization pro-market trend can be advanced if at the same time the Party role keeps being crucial in directing business? The answer we think stands in the unique idea of “Socialist modernization”. Some also question how such policies can cohere with capital market that is becoming more international. In our view, it is especially the increasing international exposure that will lead to Corporate Governance improvement in China and will adjust possible distortions. In order to compete internationally, the best practices must lead. We observed how great advances in China’s economy have been paired and supported by amazing social and legal improvements, most of them related to the Internationalization. In fact four periods and policies marked the success of China of the last fifty years, all involving an always increasing Chinese international exposure: the “Open door policy”, the WTO accession, the Beijing Consensus, the Belt and Road Initiative and China International M&A activities. China President Xi Jinping confirmed the national goal several times, the latest at the inaugural China International Expo in November 20182 claiming China’s goal to “deepen international trade and economic cooperation, promote Belt and Road Construction and advance economic globalization”. Both, in Chinese private corporations and State-owned enterprises the Party organizations are established to
References
[1]
Art, R. C., & Gu, M. K. (1995). China Incorporated: The First Corporation Law of the People’s Republic of China. Yale Journal of International Law, 20, 273-308.
[2]
Bakan, J. (2003). The Corporation: The Pathological Pursuit of Profit and Power. New York, London, Toronto, Sydney: Free Press.
[3]
Blair, M. (1995). Ownership and Control: Rethinking Corporate Governance for the Twenty-First Century. Brookings.
[4]
Blair, M. (2012). The Four Functions of Corporate Personhood. Public Law & Legal Theory, Law & Economics, Working Paper Number 12-15.
[5]
Blair, M., & Stout, L. A. (1999). A Team Production Theory of Corporate Law. Virginia Law Review, 85, 247-328. https://doi.org/10.2307/1073662
[6]
Caragliano, D. (2009). Administrative Governance as Corporate Governance: A Partial Explanation for the Growth of China’s Stock Markets Explanation for the Growth of China’s Stock Markets. Michigan Journal of International Law, 30.
[7]
Fang, L. F. (1995). China’s Corporatization Experiment. Duke Journal of Comparative and International Law.
[8]
Freeman, E. R. (1984). Strategic Management—A Stakeholder Approach. Part of Pitman series in Business and Public Policy.
[9]
Górski, J., Chaisse, J., Chi, M., Ahmad, M., & Cheng, T. (2017). One Belt One Road Initiative (“OBOR”): Editorial. Transnational Dispute Management (TDM). https://www.transnational-dispute-management.com/article.asp?key=2469
[10]
Hansmann, H. (2006). How Close Is the End of History? The Journal of Corporation Law, 31, 745-751.
[11]
Hansmann, H., & Kraakman, R. (1997). The End of Corporate Law, for Corporate Law, Georgetown Law Review, 2001. (Originally prepared for a conference entitled “Are Corporate Governance Systems Converging?”, held at Columbia Law School on December 5)
[12]
Hansmann, H., & Kraakman, R. (2012). Reflections on the End of History for Corporate Law, 2011. (Forthcoming in Abdul Rasheed and Toru Yoshikawa, Eds., Convergence of Corporate Governance: Promise and Prospects, Palgrave-MacMillan)
[13]
Kirby, W. C. (1995). China Unincorporated: Company Law and Business Enterprise in Twentieth-Century China. The Journal of Asian Studies, 54, 43-63. https://doi.org/10.2307/2058950
[14]
Mahony, T. (2015). Foreign Investment Law in China: Regulation, Practice and Context. Beijing: Tsinghua University Press.
[15]
Ramo, J. C. (2014). The Beijing Consensus. The Foreign Policy Centre.
[16]
Stout, L. A. (2012). The Shareholder Value Myth: How Putting Shareholders First Harms Investors, Corporations, and the Public. San Francisco, CA: Berrett-Koehler Publishers.
[17]
Tomasic, R. (2010). Looking at Corporate Governance in China’s Large Companies: Is the Glass Half Full or Half Empty? In G. H. Yu (Ed.), The Development of the Chinese Legal System Change and Challenges. New York: Routledge.
[18]
Tse Caleb, H., Yu, L. H., & Tse, D. K. (2012). Understanding China’s State Capitalism through Its SOEs: The Effect of Globalization and State Ownership in the Pursuit of Economic and Social Goals.
[19]
Ventoruzzo, M. (2007). Cross-Border Mergers, Change of Applicable Corporate Laws and Protection of Dissenting Shareholders: Withdrawal Rights under Italian Law. Penn State Legal Studies Research; Bocconi Legal Studies Research Paper No. 16; European Company and Financial Law Review (ECFR). https://ssrn.com/abstract=960579
[20]
Ventoruzzo, M., Conac, P.-H., Goto, G., Mock, S., Notari, M., & Reiseberg, A. (2015). Comparative Corporate Law. American Casebook Series.
[21]
Wang, C. G. (2018). Legal Issues of BRI. PPT Document, for the BRI Training Program Only, September.
[22]
Xi, J. P. (2014). The Governance of China. Beijing: Foreign Languages Press.
[23]
Yu, G. G. (2010). The Development of the Chinese Legal System: Change and Challenges. London: Routledge. https://doi.org/10.4324/9780203837757
[24]
Zhang, L. (2014). Corporate Governance of Chinese State-Controlled Listed Companies: A Revisit through the Lens of Venture Capital. European Business Organization Law Review, 15, 107-139. https://doi.org/10.1017/S1566752914001050
[25]
Zhang, X. C. (2003). New Landscape of Foreign Mergers and Acquisitions in China after Its WTO Accession. Journal of Chinese and Comparative Law, No. 2, 229-255.