Chinese Corporate & Securities Law - JURD7438

Faculty: Faculty of Law

School: Faculty of Law

Course Outline: See below

Campus: Kensington Campus

Career: Postgraduate

Units of Credit: 6

EFTSL: 0.12500 (more info)

Indicative Contact Hours per Week: 2

Enrolment Requirements:

Pre-requisite: 36 UOC of JURD courses for students enrolled prior to 2013. For students enrolled after 2013, pre-requisite: 72 UOC of JURD courses.

Excluded: LAWS8038

CSS Contribution Charge: 3 (more info)

Tuition Fee: See Tuition Fee Schedule

Further Information: See Class Timetable

View course information for previous years.


There is no other course in the country which deals specifically with the Chinese corporate and securities law. Indeed, most comparative law courses or Chinese law courses do not address in depth the Chinese corporate and securities laws which are so crucial for doing business in China. As an emerging market, China has established a corporate regulatory regime very different from its counterparts in Western countries. There are so many distinctive Chinese characteristics in the corporate and securities laws which foreigners will find very interesting and sometimes puzzling. Recognizing the growing importance of China in the new world economy, this course is developed to addresses an area of both academic and practical importance. It will provide students with an opportunity to study selected issues of corporate and securities laws in greater detail than can be covered in the typical introductory Chinese law course. The course examines the Chinese law by comparison primarily with its Australian counterpart.

Recommended Prior Knowledge

The course assumes an understanding of the basic principles of corporate and securities laws.

Course Objectives

The primary objective of this course is to develop a sophisticated and practical understanding of a number of relevant areas of law which are concerned with company and securities in China. There are four further "legal system" objectives:
  • To understand the principal institutions in the Chinese legal system and their purpose and functions
  • To familiarise students with the body of Chinese and comparative sources of the law, commentary and criticism in the field
  • To appreciate the contextual factors that influence the operation of the law and the impact the law has on society, politics, the economy and culture
  • To develop your skills in analyzing and applying the relevant law to real legal problems
Students who have successfully completed this course should be able to:
  • Demonstrate knowledge and understanding of the Chinese company law and securities law relevant to the topics covered in the subject
  • Make use of rules and regulations issues by the regulatory bodies when assessing the state of the law
  • Identify and analyze the legal issues that typically arise in the subject area
  • Evaluate legal rules in this area from a comparative perspective

Main Topics

  • Introduction and China at a glance
  • The Chinese legal system
  • Chinese financial markets and regulatory framework
  • Incorporation and Corporate personality
  • Foreign investment enterprises
  • Corporate governance: an overview and assessment
  • Directors' duties and independent directors
  • Bankruptcy laws
  • Fundraising and Disclosure regime
  • Market manipulation and insider trading
  • Takeover (1): the overall framework
  • Takeover (2): takeover offers and Anti-frustration rules
  • Takeover (3): Chinese M&A by foreigners


Research essay 6,000 words 100%

Course Texts

There is no prescribed textbook for this course, but the specifically edited Course Materials is prescribed. The Course Materials will be available to purchase from UNSW Bookshop.

Refer to Course Outline provided by lecturer at the beginning of session.

Law Books

Study Levels

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