A Study On The Legal System Concerning Corporate Groups

This thesis focuses on the issue of the legal system of corporate groups. The author discusses the nature, character and evolution of the relationships within corporate groups, proposes that the corporate control rights should be made lawful and suggests that the relationships among the controlling corporations, the subsidiary corporations and the creditors of the subsidiary corporations should be ruled from a standpoint of corporate groups. The author also offers some suggestions on legislation in corporate law in order to solve some problems both from a theoretical and a practical point of view.Chapter one is about the organizational structure of the corporate groups. The author analyzes the legal status of the corporate groups, and then offers her opinion that the corporate groups should be considered as a unified wholeness without legal status.The author analyzes the vertical groups and the horizontal groups. Then she offers some suggestions on the legislation about the structure of the corporate groups in China.Chapter two traces the roots and evolution of corporate groups. The author believes that the legislative reform in corporate law is the inevitable result of the evolution of corporate groups.Chapter three focuses on the nature of the relationships within the corporate groups. The author analyzes the relationships between the corporate groups as a unity - and its consisting corporations; the relationships between the controlling corporation and its subsidiary corporation. The author points out that the corporation relationships have changed greatly since corporate groups appeared. The corporations of the corporate groups share their common interests which are the foundation of the unified corporate control rights - as well as their individual ones.Chapter four discusses the character of the relationships within the corporate groups. The author specifically discusses the connections between the corporation autonomy and governmental intervention.Chapter five focuses on the corporate control rights. The author discusses the evolution of controlling roles within corporations and does some research on the subject of shareholders having the corporate control rights within corporate groups.Chapter six focuses on the unified corporate control rights. The author discusses the foundation and state of legitimate exercises of the unified corporate control rights in China. The author concludes that the unified corporate control rights should be made lawful.Chapter seven focuses on the legal system of the corporate groups.Chapter eight offers some legislative advices in order to protect the rights and interests of the controlling corporations, the subsidiary corporations and the creditors of the subsidiary corporations in China.