Abstract: Entrepreneurship is the internal driving force that stimulates market vitality. In order to realize the legislative purpose of promoting entrepreneurial spirit, the new Company Law takes autonomy strategy and supervision strategy as the logical main line. On the one hand, it ensures entrepreneurs' innovative decision-making through the establishment of a board centralism, the expansion of directors' functions and powers, and the introduction of class shares, authorized capital system and directors' liability insurance; on the other hand, it realizes the restriction and prevention of entrepreneurs' decision-making risks through the systematization of allocation of directors' obligations and responsibilities and the legal regulation of controlling shareholders and actual controllers. Although the new Company Law provides an overall idea and institutional framework for promoting entrepreneurial spirit from two aspects: incentive mechanism and restraint mechanism, there are still many shortcomings at the level of specific institutional construction. The purpose of this article is to explore the internal logic of and legal path to promoting entrepreneurship in the context of Chinese-style modernization, so as to provide feasible suggestions on giving full play to the "entrepreneur empowerment effect" of the new Company Law. 

Key Words: entrepreneurs; director; autonomy strategies; regulatory strategies

Author: Chen Jie, research fellow, CASS Institute of Law, Professor and doctoral supervisor, Law School of the University of CASS.

Source: 5 (2024) China Law Review.