Research Into System Of Disregarding Of The Corporate Personality

Just as every sword has the two edges ,the system of corporatepersonality is of no exception.The development of the system of corporatepersonality and limited liability has not only promoted economic growthbut also led to the occurrence of viotating the credit and public interestsby abusing this sysytem,consequently severely threatening the fair andjust value of the corporate personality.While great efforts are made todevelop the socialist market economy,the occurrence of the abuse of sucha system along with the introduction of the sysytem comes intoChina.Therefore the problems how to effectively regulate the abuse andhow to give full play to the value of the sysytem of corporate personalityhave become an important research project in the theoretical and practicalcirdes. This text firstly gives an account of the origin of the sysytem ofnegating the corporate personality and the development of the theory inthe western countries so as to reveal thedefenition,characteristics,theoretical basis and basic contents of thissysytem.And then it demonstrates the possibility and necessarity of the 3introduction of this sysytem through analyzing the current socialbasis,system basis ans practical basis of the application of the sysytemin our country. Regarding the specific appliation of the sysytem of negating thecorporate personality in China,it falls into two categories kinds,namelythe common sites application and the special sites application.In thecommon appliction,through comparing with the theories of westerncountries,the writter points out the applied conditions and ways of sucha sysytem in our country,that is great importance should be attached onthe appliation of the basic principles of the civil and commercial lawsuch as the good faith doctrine and the prohibition of the abuse of rightsand on the role of the written law and case law.In the writter furtheranalysis the applied standard of subjuct ,the standard of conduct and thestandard of consequence,as well as points out the specific appliedoccasions.The special applied occasions involve of the theorysubsidiary,one-man companty and the relevant transaction of puliccompany.Due to the fact that these corporations have their own distictiondifferences from others,the applications to them of the sysyteminevitably have their own special principles.In the appliation to parentcompany and subsidiaries,this text provides some applied principlesincluding the common applied doctrine,the substantive consolidationdoctrine,the deep-lock doctrine,the automatic subordination doctrine andthe constructive distribution rule.With respect to the application toone-man corporation,the text mainly analyses the merger of the companyand the shareholders that is the application under the mereinstrumentality.Regarding the application to the relevant transaction ofpulic corpotate,through analyzing the advantages and disadvantages of therelevant transaction of listed companies ,the writer mainly focus on theapplied problems under the context of the unfair relevant 4transactions,assets restructuring and the "virtual joint-stockcompany ". Finally,the text proposes the prohibition of the abuse of the theoryof corporate personality.Because the prohibition of such an abuse is thenecessarity of the fair and just value,if the sysytem should be abused,itwould reduce the role of the corporate personality in the social economiclives…,abstract the development of the corporation system,and menwhilebecome a denial of its own excisting value.Therefore,the writerafterwards comes up with the principles and specific measures ofprevention such an abuse of this theory. In conclusion,as an exceptional principle of limited liability ofshareholders,by effectively requlating the abuse of the sysytem ofnegating the corporate personality,the theory of negating the corporatepersonality will maintain the fair and just v...