Abstract:In the process of constructing judicial interpretation of company law, the effectiveness of systematic thinking determines the quality of systematization. Judicial interpretation of the company law is not a rule system closed within the scope of the company law, but a legal application system that effectively connects and organically integrates the internal and the external structures between company law and civil procedure law, civil procedure law, securities law, enterprise bankruptcy law, and even criminal law based on the construction concept that focuses on the company law and goes beyond the company law. If no suit of declaration of validity can be filed against a company's resolution, the execution funds directly claimed by the company's creditors from the shareholders should be attributed to the company first, the unauthorized transfer of the target equity by nominal shareholders should be regarded as effective acquisition for the counterparts, the litigation relationship structure of the actual investor's nominal lawsuit should be set up according to whether the dispute occurs within the category of contract law or that of organic law, and the valuation adjustment agreement should not violate the contractual rationality, etc. All the above are the conclusions drawn by holistically grasping and systematically dealing with the interweaving of ideas and rules between company law and other laws. In the construction of judicial interpretation of company law, it is necessary to realize systematic moderation, pay attention to the construction value of general legal principles in the formation of judicial interpretation of the company law, ensure the organic coordination between company law interpretation and other general rules of law, and prudently evaluate and limit the spillover effect of expanded interpretation.

Keywords: company law; judicial interpretation; warehousing rules; equity holding; valuation adjustment agreement

 

Author: Chen Su, member of the Chinese Academy of Social Sciences and vice chairman of the China Law Society.

Source:(1) 2026 Journal of Law Application.