On the morning of December 8, 2025, the 76th lecture of the BNU Zhuhai Legal Lecture Series was successfully held in Classroom A109 of the Liyun Building at the Zhuhai Campus of Beijing Normal University. The lecture was delivered by Professor Zhu Ciyun from the Law School of Tsinghua University, who also serves as the Executive Vice President of the Commercial Law Research Association of the China Law Society. The event was hosted by Professor Yuan Zhijie, Vice Dean of the BNU Law School and Director of the Center on the Rule of Law and Development at the Zhuhai Campus. The session was attended by more than twenty faculty members and students, including Liu Shiqiang and Guo Yuan from the Center on the Rule of Law and Development.

To commence the lecture, Professor Yuan Zhijie extended a warm welcome to Professor Zhu Ciyun, providing a brief overview of her extensive academic background and profound scholarly achievements.

During the lecture, Professor Zhu Ciyun provided a multi-dimensional in-depth interpretation of the draft judicial interpretation of the new Company Law. She first pointed out that the formulation of this interpretation is a "systematic project," with its core significance lying in properly handling the relationship between civil law and commercial law in the context of the Civil Code, while adhering to the characteristics of commercial organizational law.

Subsequently, Professor Zhu turned her attention to several pivotal institutional designs within the draft. She analyzed emerging issues such as the offsetting of shareholder debts against capital contributions and the acceleration of contribution maturity within the company capital system. Additionally, she engaged in a forward-looking discussion regarding practical rules for equity holding and valuation adjustment mechanisms (VAMs). She stressed that judicial interpretations must strike a delicate balance between general theories of commercial law and the diverse realities of individual cases. Building on this theoretical foundation, Professor Zhu illuminated potential challenges in judicial application, specifically regarding the validity of corporate resolutions and the liability of directors and senior executives to third parties, thereby providing clear guidance for understanding the draft's practical implications.

During the interactive session, faculty and students actively engaged with the speaker. Faculty members discussed practical dilemmas with Professor Zhu, such as determining who should bear the costs associated with exercising shareholder inspection rights. Subsequently, students inquired about the specific conditions for applying the rule on the "acceleration of maturity" for capital contributions, to which Professor Zhu responded with detailed explanations grounded in both the draft provisions and legal principles.

To conclude, Professor Yuan Zhijie offered a concise commentary, summarizing that Professor Zhu’s interpretation not only affirmed the foundational value of the draft judicial interpretation but also provided a critical examination of its institutional design and potential application issues.

The lecture, which combined theoretical depth with practical relevance, assisted faculty and students in comprehensively understanding the institutional logic of the new Company Law and anticipating key issues in future practice, while offering clear and pragmatic research references for the refinement of related rules.