郎顾之争涉及的诸多议题可分为个案、问题与主义三个层次。个案层面涉及顾氏并购策略,特别是公司重组费用的会计处理;问题层面包括国有资产流失、企业家信托责任、国退民进等。针对上述问题,不同的解决方案背后是不同的价值倾向,如“新自由主义”或“新威权主义”。法律适用于个案层面,其对事实的认定本应构成问题与主义之争的前提与基础。然而,对郎氏指控的分析表明,无论是“七板斧”还是“洗个大澡”都未完成法律所要求的证明过程,且与国有资产流失无涉。从法律视角复盘郎顾之争,不仅展示了当下中国式辩论的荒诞,也拷问法律在社会变革特别是国企改革中的角色。 Many issues related to Lang’s war can be divided into three levels: cases, problems and doctrines. The case level involves Gu’s strategy of mergers and acquisitions, especially the accounting treatment of corporate restructuring expenses; the problem level includes the loss of state-owned assets, the responsibility of entrepreneurship trust and the progress of national withdrawal. Behind the above problems, different solutions lie behind different values, such as “neoliberalism” or “new authoritarianism.” The law applies to the case level, and its cognizance of the facts should have constituted the premise and foundation of the dispute between issues and doctrine. However, the analysis of Lang’s allegations shows that neither the “seven boards” nor “a bath” have yet to complete the proof required by law and have nothing to do with the loss of state assets. The debate over the battle between Lang and Gu from a legal perspective not only shows the absurdity of the current Chinese-style debate but also interrogates the role of law in social reform, especially in the reform of state-owned enterprises.