2025年5月20日施行的《中华人民共和国民营经济促进法》明确规定，民营经济组织应当完善治理结构 和管理制度、规范经营者行为、强化内部监督，实现规范治理。 9月23日，北京市朝阳区人民法院发布《民营企业公司治理风险防范白皮书（2022—2024年度）》（以 下简称"白皮书"），并召开新闻通报会，系统通报该院近三年民营企业公司治理案件审理情况、公司治 理多发风险、举措建议及典型案例。 例如，公司证照返还案件中，"名"为主张公司章、证、照，"实"为争夺公司控制权。其余纷争利益还包 括收益分配、资产处置、商业博弈等，"审理时需平衡多重权益，事实认定、法律认定均较为复杂"。李 增辉表示。 值得关注的是，随着经济发展和产业升级，一些新类型案件不断涌现，例如涉及科技创新类企业内部治 理、涉知识产权出资、科技成果出资、员工股权激励等新类型的公司治理纠纷。此外，涉公司治理案件 往往涉诉主体多样，利益纠纷复杂，存在同一家公司牵涉到多起关联诉讼的现象。 "根据案件审理情况，我们发现民营企业公司治理中以下风险较为突出。"据朝阳法院民事审判二庭副庭 长王菁璐介绍，有的公司登记信息"名实不符"，挂名股东、高管引发责任纠纷，甚至导致公司 ...

Core Viewpoint - The Beijing Chaoyang District People's Court released a white paper on corporate governance risk prevention for private enterprises, highlighting the need for improved governance structures and management practices in the private sector [2][3]. Group 1: Overview of Corporate Governance Cases - The white paper indicates that from 2022 to 2024, the Chaoyang Court concluded 1,525 cases related to corporate governance among private enterprises [2]. - Private enterprises accounted for 97.77% of the subjects involved in corporate governance litigation over the past three years, indicating significant governance deficiencies that may hinder healthy economic development [3]. Group 2: Types of Disputes and Trends - The most common types of disputes include requests for changes in company registration, company resolutions, damage to company interests, return of company licenses, and responsibilities related to company dissolution and liquidation [2]. - The number of cases requesting changes in company registration has seen the highest increase, making up 35.74% of governance-related cases, reflecting ongoing disputes in registration matters [3]. Group 3: Emerging Risks in Corporate Governance - New types of disputes are emerging, particularly in technology innovation companies, involving internal governance, intellectual property contributions, and employee equity incentives [4]. - Key risks identified include discrepancies between registered and actual company information, procedural flaws in company resolutions, lack of clear management of company licenses, and governance structure deficiencies leading to management control issues [4]. Group 4: Judicial Mechanisms for Governance Improvement - The Chaoyang Court has implemented four judicial protection mechanisms to optimize corporate governance, including a multi-faceted mediation and expedited trial system [5]. - The court collaborates with local business associations to efficiently resolve enterprise-related disputes and provides legal service packages to private enterprises [5]. Group 5: Typical Cases - The white paper also presents 10 typical cases related to corporate governance among private enterprises, illustrating common issues and judicial responses [6].

Core Viewpoint - The article emphasizes the need for private enterprises, especially family-owned businesses, to reform their ownership structures to enhance corporate governance and mitigate risks to the capital market [1][2][3] Group 1: Corporate Governance Issues - The "one-share dominance" ownership structure prevalent in private enterprises hinders the improvement of corporate governance, leading to absolute control by major shareholders and a lack of checks and balances within the organization [2] - Unlike state-owned enterprises, where a dominant share structure is necessary for state control, private enterprises must adopt a more balanced ownership model to foster better governance [2] Group 2: Capital Market Implications - The current ownership structure of private enterprises poses potential risks to the capital market, as controlling shareholders may treat the stock market as a cash machine, leading to significant market pressure and undermining investor confidence [2] - The article suggests that private enterprises, particularly those planning to go public, should abandon the "one-share dominance" model to protect the health of the capital market and investor interests [2][3] Group 3: Recommendations for IPO-bound Private Enterprises - For private enterprises planning an IPO, it is recommended to reduce the controlling shareholder's stake to below 30% and increase the proportion of circulating shares to at least 50% of the total share capital, which would alleviate the "one-man rule" issue and lay the groundwork for improved governance [3] - Further regulations on major shareholder's selling behavior, such as restricting sales through the secondary market when their stake falls below 20%, could significantly reduce market impact and contribute to the stability of the capital market [3]