The Internal Logic Behind the Evolution of Company Law in China – Do Legal Origins Matter?

Abstract

This article looks at the evolution of China’s Company Law by reference to selected variables and seeks to locate China within the legal origins debate. The central thesis is that the evolution of China’s Company Law has been driven more by its own internal logic and, in particular, by the structural norms that underpin the legal system itself, than by any legal origins effect defined by reference to conventional categories such as common law, civil law or socialist law. Four structural norms are put forward as supporting the internal logic of Chinese law and underpinning the evolution of China’s Company Law. The findings underscore the extent to which the structural norms - driven largely by the view that the legal system has of itself, its role and responsibilities - have shaped and influenced the reception, implementation and development of legal concepts and rules. The findings also challenge conventional notions that law in China is purely instrumental in nature and that its sole purpose is to implement the aims and objectives of the state. Instead, the legal system operates and evolves independently of the state to a material extent, albeit in a manner that is subordinate to the state.