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THE LIMITED PARTNERSHIP IN CHINA: AN EVALUATION LIN LIN LL.B. (Hons), GDUFS LL.M., NUS A THESIS SUBMITTED FOR THE DEGREE OF DOCTOR OF PHILOSOPHY FACULTY OF LAW NATIONAL UNIVERSITY OF SINGAPORE 2010 ACKNOWLEDGEMENT First and foremost, I would like to thank National University of Singapore (NUS) for granting me the President‘s Graduate Fellowship and the Research Scholarship to write this thesis. During my doctoral study, I was generously supported by NUS Faculty of Law‘s Research and Conference Fund to present and publish several academic articles. My deepest thanks go to my supervisor, Prof. Yeo Hwee Ying. I would like to thank her for her supervision, guidance, encouragement and support throughout my PhD study. Her constructive feedback and insightful suggestions at every stage have been significantly useful in shaping this thesis up to completion. Without her, a project of this magnitude could not have been brought to a successful completion. In addition to receiving her valuable guidance on this thesis, I had the good fortune of co-writing an article with her. I have learned immensely from this experience. Her conscientiousness, wisdom, kindness and infinite patience have enriched my growth as a legal scholar. I would like to thank Prof. Hans Tjio and Prof. Wee Meng Seng for reviewing my research proposal and for their comments during my doctoral candidate qualifying examination. I also thank their inspiration and encouragement during my graduate study. I would like to express my deep thanks to Prof. Dan W. Puchniak and Prof. 0HWang Jiangyu who gave me extremely constructive and i detailed suggestions during and after my PhD oral defense. Their conceptual and technical insights into my thesis have been invaluable. I have been fortunate in having several discussions relevant to the subject of this thesis with many professors in the NUS. Special thanks go to Prof. Simester1H Andrew Perry and Prof. Ewing2H -chow Michael. I would like to thank Prof. Liu Qiugen from Hebei University, China who provided me with advice and invaluable information on the history of ancient Chinese partnerships. I am also thankful to the many individuals who were generous with their time and ideas during my field work in China. A great number of people helped me conduct the empirical research, including participating in my interviews, responding my email and telephone enquiries, granting me access to valuable materials etc. Special thanks also go to Prof. Alan Tan, Ms Normah Mahamood, Ms Zanariah Zainal Abidin for providing efficient assistance and support during my graduate study. I am also grateful to all the librarians of the C J Koh Law Library, who were exceptionally supportive and friendly to me during my time in the library. There are a number of fellow law students who have enriched my professional life in various ways. My sincere thanks go to Adeyeye Adefolake Oyewande, Varottil Umakanth, Jason Bonin, Ebenezer Oahimire Imonitie Adodo, Gao Fei, ii Huang Yan, Chen Jianlin and several others. Last, but not least, I would like to express my deepest gratitude to my parents, for their unexhausting and unconditional love and understanding. I am heartily thankful to my beloved husband, Dr. Chen Xudong, who has been with me in every moment of my PhD study. He is truly ―the wind beneath my wings‖ at every stage. Lin Lin 12 July 2010 iii TABLE OF CONTENTS ACKNOWLEDGEMENT ............................................................................... I SUMMARY ................................................................................................ XIV LISTS OF TABLES AND CHARTS ....................................................... XVII GLOSSARY OF TERMS .......................................................................... XIX TABLE OF LEGISLATION .................................................................... XXII TABLE OF CASES ................................................................................ XXVII MAIN BODY OF THESIS .............................................................................. 1 CHAPTER 1 INTRODUCTION ................................................................... 1 1. Background .............................................................................................. 1 2. Research Methodology ............................................................................ 5 2.1 Doctrinal Research ................................................................................... 5 2.2 Qualitative Research ................................................................................ 6 2.3 Comparative Research ........................................................................... 12 3. Literature Gap ....................................................................................... 18 iv 3.1 General Discussion on the LP ................................................................ 19 3.2 Historical and Comparative Study on the Partnership Form ................. 20 3.3 Economic Analysis on Partnerships ....................................................... 21 3.4 Discussion on Venture Capital/Private Equity LP ................................. 22 4. Research Significance ............................................................................ 23 5. Thesis Statement .................................................................................... 25 PART I: Challenging the PRC LP - Problems Ahead .................................. 25 PART II: Internal Rules of the PRC LP ....................................................... 28 PART III: External Rules of the PRC LP ..................................................... 31 PART I CHALLENGING THE LIMTED PARTNERSHIP IN CHINA: PROBLEMS AHEAD .................................................................................... 33 CHAPTER 2 THE EVOLUTION OF PARTNERSHIPS AND PARTNERSHIP LAW IN CHINA: FROM THE PERSPECTIVE OF ASSET PARTITIOINING ............................................................................. 33 1. Introduction ............................................................................................ 33 2. The Evolution of Partnerships in Ancient China: from the Perspective of Asset Partitioning .................................................................. 37 2.1 From the Spring and Autumn Period to the Tang Dynasty (between 722495H BC-907)496H ........................................................................................................ 37 2.2 The Song Dynasty and the Yuan Dynasty (960-1368) ........................... 41 2.3 The Ming Dynasty (1368–1644) and the Qing Dynasty (1644–1911) .. 47 v 3. Ancient China: Vibrant Partnerships History without Vibrant Partnership Laws? ......................................................................................... 60 3.1 The Great Divergence ............................................................................ 60 3.2 Why Great Divergence? ......................................................................... 64 3.3 Conclusion of Section 3 ......................................................................... 74 4. PRC Partnership Laws and PRC Partnerships (1949 - present) .......... 75 4.1 Mao‘s China (1949-1976): Elimination of Partnerships and Partnership Laws ............................................................................................................. 75 4.2 Post-Mao Period (1976-1997): Various Quasi Partnerships Forms with Chinese Characteristics ................................................................................ 76 4.3 A Milestone: the Promulgation of the PEL 1997 ................................... 78 4.4 A Step Further- The Revision of the PEL in 2006 ................................. 80 4.5 The PEL: An Enterprise Law but not a Pure Partnership Law .............. 82 5. Conclusion: A Piecemeal Development of Partnership laws in China .. 85 CHAPTER 3 THE LIMITED PARTNERSHIP: A COMPARATIVE ANALYSIS ...................................................................................................... 88 1. Introduction ............................................................................................ 88 2. Rationale and Development of the LP ................................................. 89 2.1 The Origin of the Modern LP: the Medieval Commenda ...................... 90 2.2 The LP in Civil Law Jurisdictions ......................................................... 91 2.3 The LP in Common Law Jurisdictions................................................... 97 vi 2.4 Recent Adoption and Adaption of the LP ............................................ 100 3. The LP’s Popularity in the Venture Capital Market ........................ 102 4. The Adoption of the LP in China ........................................................ 104 4.1 The Legislative History ........................................................................ 104 4.2 The Need for the LP in China .............................................................. 105 5. Features of the PRC LP: A Mixture ................................................... 108 5.1 Special Features ................................................................................... 110 5.2 Too Many Mandatory Rules vs. Insufficient Default Rules? ............... 117 6. Conclusion ............................................................................................ 124 CHAPTER 4 THE LIMITED PARTNERSHIP IN CHINA’S VENTURE CAPITAL AND PRIVATE EQUITY MARKETS ..................................... 127 1. Introduction .........................................................................................
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