“对赌协议”的裁判路径及政策选择——基于PE/VC与公司对赌场景的分析

PE/VC与目标公司对赌的司法裁判要点从合同效力转入合同可履行性后,需要面对两个层次的追问:一是以什么样的实体标准来判断履行障碍,二是由谁来判断是否存在履行障碍。华工案和“九民纪要”仅处理了第一个层次的问题,且主要以资本维持原则作为实体判断标准。然而,我国现行公司法资本维持原则过于粗疏,且缺乏“大分配”概念和底线规制的思路,导致“对赌协议”下的回购只能通过减资的途径,徒增成本。域外以清偿能力标准替代资本维持原则,体现了另一种以债权人利益为导向限制公司资产单向流出至股东的规制思路,但其商业逻辑上的合理性却无法掩盖更大的操作成本。就第二层次的判断主体而言,以美国特拉华州为代表,法官的商业判断逐渐让位于公司董事会的商业判断,却进一步凸显了公司、不同类别股东、债权人之间利益冲突的复杂状态。立法层面的价值判断与政策选择将最终决定司法裁判的走向,未来我国公司法的修订需要回应商业实践的诉求,同时PE/VC投资者也需要直面投资失败的风险承担。     

“一带一路”倡议与中国企业承担人权责任策略探析

在经济全球化浪潮面临挑战和"一带一路"倡议方兴未艾的复杂国际背景下,中国企业面临发展机遇与人权相关风险的双重挑战。国际工商业与人权议程尤其是联合国《工商企业与人权:实施联合国"保护、尊重和补救"框架指导原则》蕴含着丰富的企业人权责任。我国可从政府与企业两个层面采取应对措施。在政府层面,可以制定并执行相关法律与政策;制定工作指引,建立监管体系;制定工商业与人权行动计划。在企业层面,应当把尊重人权原则纳入公司治理;主动发布人权履责报告,加强对话与合作。     

基因信息在保险核保中的应用及其限度

基因信息可应用于保险核保的理论基础在于保险的风险分类理论与保险法的对价平衡原则。政策、伦理、道德、技术等方面的反对意见并不足以否定基因信息应用于保险核保的正当性,因为商业保险不应承担社会保障职能;基因信息相比一般医疗信息不具有特殊性;保险承保的本来就是具有不确定性的风险,基因检测的准确性也在逐步提高。是故,应当允许基因信息应用于保险核保,但为防止基因信息的滥用,还须通过规范的方式明确基因信息的应用限度:明晰保险人获取基因信息的方式;设定保险人使用基因信息的条件;规定保险人对于依据基因信息作出不利被保险人决定之理由的披露义务;强化基因咨询师的咨询与建议职责;完善对被保险人的救济机制及其具体运作规范。     

Preferred learning style： Gender influence on preferred learning style among business students

Past studies indicate that there was a correlation between gender and students＇ preferred styles of learning. Thus, the purpose of this study is to determine the influence of gender on the learning style preferences of business students based on the VARK （Fleming, 2002b） learning style survey, consisting of the V（isual）, A（ural）, R（ead-Write） and K（inesthefic） learning styles. The sampling design used for this study was non-probability sampling and the sampling technique conducted was convenient sampling on 207 male students and 199 female students from the business school. The study found that gender only influences the V（isual） and A（ural） learning styles of business students. In addition to that, even though both male and female students exhibited a similar response towards both these learning styles, female students were found to demonstrate slightly higher preference for the V（isual） and A（ural） learning styles as compared to the male students. The findings draw attention to facets of learning that may exist in pre-university and tertiary classrooms with a combination of female and male students, which could have an impact on teaching and managing these students.     

A health management research on the insured group who participate in medical insurance

Taking the insured group who participate in medical insurance as the main subject, Wendeng city carries out the health management and establishes health files for the insured. Through the free health checkup for the high-risk group, the targeted health interventions are conducted according to the physical examination results of those people, and relative health education has achieved satisfying effects. The health education in different western countries has been carried out for more than 20 years, which accumulates a wealth of experiences. However, health education in China has not yet gained sufficient attentions, and to develop the domestic health education becomes an imperative task at present.     

宁夏新型农村社会养老保险制度建设对策研究

在贯彻中央有关精神和落实国家基本政策的前提下,宁夏新型农村社会养老保险制度建设要充分考虑宁夏各地区农村经济社会发展的实际,制定符合宁夏各级财政、村集体、农民个人承担能力的新型农村养老保险制度。     

《社会保险法(草案)》存在问题研究

《社会保险法(草案)》存在一些亟需解决的重要问题:立法宗旨和基本原则不清晰,适用范围较窄,政府作用不具体,工会作用不突出和立法技术不科学等。在完善社会保险立法的过程中,应坚持公平正义、互助共济、安全稳定的社会保险立法理念,充分发挥工会在社会保险立法中的优势作用,加快社会保险立法一体化,促进我国社会保险法与国际接轨。     

The origins of severance pay in unemployment compensation: a comparative analysis

ABSTRACT

This article contributes to an under-developed field in the social policy literature through an analysis of the origins of severance pay (SP)/redundancy pay schemes and, more specifically, their first designs in nine countries—Canada, the United Kingdom, Germany, Austria, France, Italy, Sweden, Spain, and Portugal. It has two objectives: first, to identify the key actors who shaped the design of the first SP schemes; second, to explain variations in terms of their mode of regulation, generosity and coverage. By building on the state-centric and power-resource perspectives, it identifies the conditions under which the state had an autonomous role vis-à-vis organized labour in SP reforms and the circumstances under which organized labour was the main actor. When the state was the key actor, it preferred legislation for the regulation of SP either to legitimize its apparatus in a ‘revolutionary’/‘potentially revolutionary’ context or to facilitate structural transformations of the economy in a ‘reformist’ context. When organized labour was the key actor, its preference was to regulate SP through ‘only collective bargaining’ or ‘legislation’, subject to the degree of unionization. Lastly, the paper argues that key actors (the state or organized labour) took into account the distributive structure of existing UI schemes when designing the coverage and generosity structure of the first SP schemes during the post-war era.     

Buyer and Seller Differences in Business‐to‐Business Negotiations

The purpose of this article is twofold: first, to examine the differences between buyers' and sellers' use of negotiation tactics in face‐to‐face business‐to‐business (B2B) negotiations and second, to explore how negotiators' professed negotiation styles influence buyers' and sellers' use of tactics. The methodology is a multiple case study analysis of eighteen negotiators representing twelve companies in six real‐life buyer–seller negotiations in B2B settings analyzed using qualitative research methods, including both comparative analysis and frequency analysis. We found some difference between buyers' and sellers' use of negotiation tactics, which suggests this question deserves further empirical study. Buyers' and sellers' use of specific tactics differs according to which overall strategy the negotiators chose, and sellers generally use a greater number of negotiation tactics than buyers. The findings challenge previous findings that suggest that B2B negotiations are collaborative and that negotiators communicate in a collaborative manner. The findings also increase our understanding of buyers' and sellers' variable use of tactics in the course of everyday practice as well as the interplay between negotiation tactics and strategies.     

What Mothers Do: Motherhood as a Resource for Negotiating Sick-Leave Legitimacy in Swedish Sickness Insurance Interactions

Sick leave in the Nordic countries is a gendered issue. Alongside other explanations, women’s higher levels of sick leave have been linked to their far-reaching family responsibilities. Meanwhile, studies have shown how such responsibilities induce questioning of the legitimacy of sick leave, indicating that normative aspects linking these categories cannot solely be approached in terms of causal explanations. The current study suggests an alternative way of studying this relationship, approaching motherhood as something being “done” in situated ways, to particular ends; a resource for interaction. By analysing naturally occurring interactions—meetings held by the Swedish Social Insurance Agency—the study renders visible the collaborative production of sick leave as a gendered matter, and motherhood as part of the negotiation of sickness insurance. The analysis shows the meaning and import of motherhood for sick leave to be a live issue for participants, drawing attention to how these categories are neither culturally predefined, nor dispositional, but flexibly assembled for certain purposes. Motherhood functions as a resource in two ways: (1) displaying restricted ability to care for children supports claims of impairment; (2) invoking motherhood works to account for slow or inactive rehabilitation. However, occasioning motherhood in the examined context is also risky: (3) displaying extensive mothering may be treated as indicating low commitment to rehabilitation, and (4) displaying limited mothering may be taken as indicating unfitness as a parent.