From The International Legal Regulation Of Private Law Point Of View Of Foreign Companies

This dissertation researches the legal regulation of foreign corporation from theview point of private international law. First ,This dissertation goes on the discussionbased on the two theories of the regulation of foreign corporation in the world ——thestate-of-incorporation doctrine and the real seat doctrine. Second, It is analyzed that theconcrete contents of the laws of the United States and that of Europe, in addition, that ofthe international institution. At last , This dissertation puts forward its own opinion abouthow to design the logical legal system of the regulation of foreign corporation in our owncountry based on the contrast and epagoge of the above discussion. This dissertationconsists of 8 chapters as follows:Chapter 1: Introduction to the foreign corporation. This chapter mainly discusses,what of foreign corporation ,the contents of the regulation of foreign corporation in theprivate international law, influence of foreign corporation on international investment,the laws about regulation of foreign corporation and the purpose and scope of theresearch of the this dissertation. The above contents provide the foundation for thefollowing detailed discussion .Chapter 2: theories on the legal regulation of foreign corporation .In the world,there are two theories on the legal regulation of foreign corporation —— thestate-of-incorporation doctrine and the real seat doctrine. the state-of-incorporationdoctrine proposes that corporation is governed by the law of the incorporation country,however, the real seat doctrine claims that the applicable law of corporation is thelaw of real seat country. This dissertation analyzes the meaning of the twotheories ,then , appraises the values——freedom of choice and equal treatment,controversies, defect of the two theories, and the real ways and reasonable paths ofdifferent countries .Chapter 3:European adoption of the two theories and different harmony. In thisChapter, the author investigates the legislations of European different countries ,thenanalyzes the historical background of application of the two theories, at last, indicates theharmony of the two theories in the doctrine , case law, private international law and EClaw, then predicts the trend of future development of EC law in the regulation of foreigntheories. EC seek to harmonize the two theories in the EC at all times. the authorilluminates the existing EC legislation ,explains cooporating between the EC law andinternational law, lastly, analyzes developing trend of transfer of corporation in EC.Chapter4: the United States' regulation of foreign corporation. In the Chapter, theauthor discusses the theory adopted by the United States——the internal affair theory itscontent ,in addition ,explains the descriptions of American conflict of laws (SecondRestatement) , furthermore , indicates the limitation of application of the incorporationlaw by the United States ,in conclusion , reviews the origin and development of thetheories in the the United States.Chapter 5: comparison between the United States and Europe for the legalregulation of foreign corporation. In the Chapter, the following aspects are comparedbetween the United States and Europe: adopted basic theory and rule, effects broughtabout by application of rules and ways disposed by the United States and Europe, In theabove comparison, we finds any country does not apply the only theories in theregulation of foreign corporation, all countries adopts integrated ways to realize theregulation of foreign corporation .Chapter 6: trend of international unification in the legal regulation of foreigncorporation . In the Chapter, author concentrates on the analysis of the existing fourconventions, then, indicates the theories backside the conventions.Chapter 7: summarization for the legal regulation of foreign corporation. In theChapter, the author summarize the existing questions in the legal regulation of foreigncorporation: recognition of foreign corporation, regulation of the corporation's internalaffairs and Pseudo-Foreign Corporations, then the questions are answered by the author.Chapter 8: status quo of the legal regulation of foreign corporation and designationof the legal system in our country. In the Chapter, first, the author examines status quo ofthe legal regulation of foreign corporation in our country, then analyzes the backgroundbrought by the law. Second, it is analyzed that incommensurateness and weakness ofexisting legislation in the real circumstance. At last, the author puts forward the newlegislation path that on the one hand we adhere to the state-of-incorporation doctrine.onthe other hand we should consider the application of the most significant relationshipprinciple to eliminate the side influence brought by Pseudo-Foreign Corporations.