China\u27s Evolving Company Legislation: A Status Report

As China\u27s economic reforms have progressed, however, the need for a company law has become apparent. The two principal reasons are, first, the need to reform existing state-owned enterprises and, second, the need to create a means for foreign investment in reformed state-owned enterprises. For political reasons, there appears to be no perceived need for the company law to encourage larger privately-owned enterprises

China\u27s Evolving Company Legislation: A Status Report

As China\u27s economic reforms have progressed, however, the need for a company law has become apparent. The two principal reasons are, first, the need to reform existing state-owned enterprises and, second, the need to create a means for foreign investment in reformed state-owned enterprises. For political reasons, there appears to be no perceived need for the company law to encourage larger privately-owned enterprises

Because It is Wrong : An Essay on the Immorality and Illegality of the Online Service Contracts of Google and Facebook

This essay argues that the behavioral-advertising business model under which an internet platform, such as Google or Facebook, provides free services in exchange for the user’s personal data is immoral and illegal. It is immoral because it relies on addiction, surveillance, and manipulation of the user to deplete the user’s autonomy. The contract between the company and the user is immoral. It can also be plausibly argued that the contract is illegal under California law because it is contrary to good morals, is unconscionable, and is against public policy. As society becomes more aware of these moral and legal defects, courts in the future should be more willing to find these contracts illegal and thus void. In such case, the user’s consent to the contract would be nullified and the company would have no legal right to gather and monetize the personal data of the user. The companies should then be forced to convert to a subscription model with a fiduciary duty to users to restrict the gathering and monetizing of personal data. This essay employs perspectives not only from morality and law, but also from philosophy, history, political theory, and neuroscience. Part One covers morality, Part Two legality

China\u27s Joint Venture Law: A Preliminary Analysis

China\u27s Joint Venture Law is an impressive step towards modernizing the Chinese economy with the help of Western managerial and technical help. It is, however, unclear and incomplete in several respects. In assessing the nature of the Joint Venture Law as it presently stands and in forecasting the changes that will be made, it is helpful to look both to the experiences of Romania and Yugoslavia as well as to China\u27s own experience with compensation trade and joint state-private enterprises. Not only are these prior experiences valuable from an analytical point of view, but they are also useful as practical tools available to prospective joint venture participants in their negotiations with the Chinese joint venture party or the Chinese authorities. Prospective joint participants can use these precedents to argue for greater benefits and greater clarity in the joint venture contract and legislation. There is no reason why prospective joint venture parties should passively await the promulgation of regulations or new legislation by the Chinese authorities without expressing their own views in an effort to influence the nature of these regulations or legislation. It seems clear that suggestions couched in terms of the Chinese experience familiar to the Chinese authorities will be most effective. The prior Chinese experience with compensation trade and joint state-private enterprises, as well as the experience of Romania and Yugoslavia with joint ventures, therefore constitute a valuable reference source which prospective joint venture parties should exploit to the maximum

The Crisis Exposed by Pari Passu

This article is one practitioner\u27s reaction to Gulati and Scott\u27s The Three and A Half Minute Transaction: Boilerplate and the Limits of Contract Design. It notes that current contract drafting practices, especially for sovereign debt instruments, create a crisis: that is, a danger and an opportunity. The danger is the offshoring of contract drafting. The opportunity is to substantially improve contract drafting by establishing in a law school a laboratory program for creative innovation in contract drafting. The article suggests issues that such a program could adddress: the implications of the canons of interpretation for drafting, the problem of ambiguity, and the application of the contra proferentem canon. Students would learn from courses in the program how contract language would be interpreted by judges and how to draft to avoid the risk of ambiguity and related litigation. The article suggests that, given the stickiness of sovereign debt instruments, such a program might not change current practice in these instruments, but it could have an effect in other fields of contract drafting