Font Size: a A A

Study On Legal System Of Related Corporations

Posted on:2006-06-07Degree:DoctorType:Dissertation
Country:ChinaCandidate:J F JinFull Text:PDF
GTID:1116360152988016Subject:Economic Law
Abstract/Summary:PDF Full Text Request
Part I The Theoretical Frame of Related Corporations This part tries to construct the theoretical frame in this book. Corporate entity system plays an important role in modern market-oriented economy. with the corporate entity personality becomes independent from dependent, shareholders' liability limited from unlimited, corporate entity system has developed constantly in the past 4 centuries. The establishment of independent corporate entity personality and limited shareholders' liability indicates the final accomplishment of modern corporate entity frame system. In the earlier 20 century, the main theme of corporate law was ensuing the entity system can be made fully use of. The business law prescribed standard corporate structure, while permitted other provisions in the corporate constitution and its detailed rules, which in fact implied the law authorized investors to make any plan in favor of themselves, and resulted in the abuse of corporate entity system. In the 21 century, the appearance of related corporations or group corporations breaks the balance and order that have been set up by corporate entity system, and affiliated corporations makes the traditional legal frame and risk assign mechanism waver. Related corporations transfer risk disproportionately to creditors of legally independent affiliated corporations through the principle of limited liability without paying corresponding cost. Corporate entity system is tool of investors to reduce risk and pursue interest. Limited liability permits investors to get the interest with success and avoid the loss with failure. Investors can maximize the interest through controlling the entity directly or indirectly, and minimize their loss through utilizing independent corporate entity personality and limited liability. Hence, the affiliated corporations who are like puppets are manipulated by controlling corporate and have lost their independence. The problem in the corporate entity system becomes a protective umbrella for related corporations to avoid their responsibility. This part tried to search for theoretical foundation and basic system in the traditional corporate entity system fame, moreover discuss theoretical system of related corporations based on the traditional corporate law theory. The emphasis of this part is the research about basic theory of related corporations which is the groundwork of the next parts. Part II The Legal Position of Related Corporation This part focuses on the legal position of related corporation. As there are more investors in modern market-oriented economy and more cross-district, cross-industry and group enterprises, the relationship between corporations becomes complicated. With the implement of modern enterprise system and the development of capital market in China, related corporations have been a more and more important economic and legal phenomenon in modern economy. The corporation law of China makes provisions about the corporation establishment, corporation category, structure of organization, structure of shares, transfer of shares, bond, issuance of securities, accounting, consolidation and reorganization, bankruptcy dismissal and liquidation, foreign corporation, liability and so on, but all of them are designed for single corporations, not dealing with the legal relationship of related corporations. The 12th item of our corporation law prescribes entity can hold other entities' stock, the 13th item prescribes parent and subsidiary corporations. The items from the 78th to the 94th of securities law prescribe the takeover of listed corporations. All this provisions are the legal foundation and manner of the forming of related corporations. Related corporations are formed in the way of taking a part in capital structure, holding other entities' shares, covenanting, and so on. The internal mode is controlling corporation and affiliated corporations; the external exhibitions are parent-subsidiary corporations, controlling corporation, holding corporation, joint stock corporation, group corporation, enterprise...
Keywords/Search Tags:related corporations, related transaction, law liability, judicial interpretation.
PDF Full Text Request
Related items