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On The Corporation Litigation

Posted on:2008-12-19Degree:DoctorType:Dissertation
Country:ChinaCandidate:J X JiangFull Text:PDF
GTID:1116360215499011Subject:Management Science and Engineering
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Corporation litigation is a special kind of civil litigation when special bodies disobey corporation laws under modern corporation systems. Compared with the common civil litigation, corporation litigation has its own characters on action condition, litigation body, litigation proceeding, litigation period, burden of proof, litigation results and verdict force. Therefore, the perfection of our Code of Civil Law should embody and meet the special demands of corporation litigation. The types of corporation cases are complex, but the relation of civil right and obligation (namely the legal relation), or the litigation objection have three basic types: The cases about disputes of right and obligation on corporation capital, The cases about disputes that come down to the shareholders who abuse their own limited liability and corporation' independence to welch and trespass on creditors' benefit; The cases about shareholder rights. Accordingly, the corporation litigation can be divided into three types, such as capital litigation, disregard litigation of the corporate entity and shareholder rights litigation.Corporation capital litigation is that related litigation which result from the investors' or corporation shareholders' action against corporation capital system. The types of shareholders' action against corporation capital system include false investion and flying investion. In the case of false investion, plaintiff includes corporation, legal investors, corporation creditors and banks, and the defendant includes false investors, legal investion shareholders, checking-capital institution and issuing-keeping testifying banks. In the case of false investion, the civil burden include: the false investors' filling up burden to corporation, breaching of faith burden to legal shareholder, and discharging burden to creditors. In addition, checking-capital institution also should commit the compensation burden to corporation and other legal investor, etc. In the case of flying investion, the party includes corporation, corporation' shareholders and creditors. In the case of flying investion, the evidence burden can consult the seventy-fifth of the Civil Evidence Ruling. In the case of flying investion, the civil burden include: the flying investors' compensation burden to corporation, breaching of faith burden to legal shareholders and civil burden to corporation'creditors.When the corporation virtually loses its personality because of the shareholders' vicious and improper control, the law should disregard the corporation's independent personality and order responsible shareholders to commit legal burden. Such case is a disregard litigation of corporate entity. In the case of disregard litigation of corporate entity, the plaintiffs mainly are corporation's creditors, and the defendants include shareholders and the corporation. It should be noticed that nominal shareholders can not be defendant. In the case of disregard litigation of corporate entity, there may be a third man. In the case of disregard litigation of corporate entity, the evidence burden can be disparted into two steps: the plaintiff commit the first burden of proof, and the defendant do the second. In the case of disregard litigation of corporate entity, the subjective state is not the object should be proved. When the defendant loses the lawsuit and the corporation's asset can not satisfy the plaintiff's legal interest, the court should order related shareholders and corporation commit related compensation burden to plaintiff. In the case of one member company, such respects have their particularity as the litigation party, burden of proof, judge standard and legal obligation, etc.When the shareholders invest, they take shareholder rights. The shareholder rights litigation includes "direct litigation" and "indirect litigation". The direct litigation means plaintiff bring an accusation for their own interest. In the case of shareholder fights litigation, the shareholders is plaintiff and the defendant mainly include corporation's high-level managers and the corporation except the corporation's supervisors. In the case of direct litigation, the evidence burden commonly convert, and the civil legal burden include stopping damage, eliminating disturbance, removing influence, returning estate, fulfilling practically and compensation, etc.When the corporation's high-level manager such as directors and managers, controlled shareholders and parent company, or some others invade corporation's interests, but corporation's directorate and supervisors negatively nonfeasance, the shareholders who possess given shares in the corporation bring an accusation against the invader. Such litigation is an indirect litigation, or derivative litigation. The indirect litigation means those who have no direct interest with the case results can become plaintiff, which breach the traditional party theory. There is a prepositive check proceeding in the case of indirect litigation, the plaintiff shareholders must respect corporation's artificial personality as possible. The legal cost that plaintiff have paid out can be obtained from corporation's case interests. In the case of direct litigation, the litigation reconciliation proceeding is special. In addition, other shareholders have the fights to acquaint themselves with the total litigation. In the case of direct litigation, the compensation burden includes defendant's compensation burden and plaintiff's compensation burden when they lose the lawsuit.
Keywords/Search Tags:corporation litigation, capital litigation, disregard litigation of corporate entity, shareholder rights litigation
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