Chambers and Partners, the world's leading legal directory, recently published the latest edition of the Chambers Corporate Governance Global Practice Guide. Han Kun contributed the PRC chapter of the guide by authoring the Law & Practice and Trends & Developments sections. The contributors include Chen Ma, Michelle Gon, Xinjie Li, and John Fitzpatrick.
The Law & Practice section provides the foundational legal insights required to make practical business decisions in the PRC, serving as a useful reference for parties engaged in cross-border transactions. This section introduces a comprehensive overview of the PRC corporate governance system, including corporate management and decision-making processes, D&O appointment and removal, shareholder rights and derivative claims, public disclosure obligations, and annual financial reporting regimes. It also highlights cutting-edge compliance topics, including global AML protocols, geopolitical risk management, structured ESG disclosure requirements, and board oversight regarding generative AI use-related risks.
The Trends & Developments section summarizes the shifting paradigm toward look-through "substantive compliance" under the revised PRC Company Law. Han Kun shares practical updates and frontier perspectives, covering the single-tier governance model led by the rise of audit committees, the redefinition of D&O fiduciary duties, and the failure of the "passive execution" defense for nominee directors. It also details heightened personal liability baselines for capital maintenance, ex-ante solvency testing, and joint liability risks regarding the unlawful withdrawal of capital, helping MNCs dynamically restructure their subsidiary governance frameworks.
Han Kun assists clients with a full spectrum of corporate compliance needs in China. We conduct internal investigations and audits regarding business unit practices, employee conduct, and suspicious incidents indicative of corporate misconduct or white-collar crime. Collaborating with international law firms, we help clients navigate regulatory investigations initiated by foreign authorities, while ensuring cross-border compliance. We guide clients through China's stringent antitrust landscape, handling merger control filings, antitrust litigation, and administrative enforcement defense. We also assist in assessing and handling national security clearances and reviews for foreign direct investment (FDI) and outbound direct investment (ODI) projects, while providing tailored counsel on export controls and economic sanctions.
