Research On The Enterprise Group In The Company Law

Legal regulation of this article on enterprise groups is a comparative study of four aspects.In the first part, the author elaborated a comparative study of enterprise groups to cross the regulations of major significance justice on tow levels. First, the significance of the research is to maintain its reasonable advantages. This form of organization with a single enterprise group compared can reduce the investment risk, open up new fields, expanding disposable assets and avoid over-concentration management of defects. However, if these advantages are being abused by people with ulterior motives, they can also cause serious harm to the interests of vulnerable groups and undermine the fair market order. Thus, we should not be blindly optimistic to the advantages of enterprise groups but avoid the disadvantages through a system of relevant laws and regulations. For this point, regulations on legal research of the Enterprise Group will become an important guarantee for the healthy system and the benign development in a market economy. Second, the significance of the research is for the company law on the mainland of our country to improve the relevant contents about the enterprises regulation. In our country, there is not only a wide gap on the development of enterprise groups comparing with the developed countries in the West, but also a greater gap on the speed of development of our legislation. Many issues have not been completely resolved properly, we should find a better solution in a positive manner, only legislation can promote improvement in enterprise groups to flourish.In the second part, the author mainly discusses the concept of enterprise groups selected as a reference to the United States, Germany and Taiwan area . In most countries, the concept of enterprise groups is an academic rather than legal terms. Parent companies, controlled enterprises and subsidiary enterprises are always instead. In thses kinds of enterprise groups, only "control" is a key factor. In the United States, the legal definition of "control" has four characteristics. In Germany, Shares of Company Law has a substantive breakthrough in the traditional sense. The existence of the Contract-based Group is reasonable. It's allowed that the interests of the individual can be sacrificed to the interests of groups. There are great significance and influence to break the traditional barriers of the legal personality and limited liability. In Taiwan area, the enterprise group be called the "affiliated enterprise", including controlled enterprises and subsidiary enterprises, and the companies with mutual investment. In contrast, the Company Law in our mainland has no direct interpretation of the concept of enterprise groups. After analyzing the various concepts, the author's oppoion is that the company law can be made to the following definition of enterprise groups. Enterprise Group in this law is a commonwealth which is build up by a number of independent enterprises with controlled or other relationships.Part III describes some problems which have been caused by the development of enterprise groups. The Green Cool example revealed the root of these problems, that is the conflict between the subsidiaries no longer independent and the parent company adhere to limited liability. So affiliates interests will suffer because of unfair affiliated transactions, and affiliates of the legitimate rights and interests of minority shareholders and creditors will meet wanton invasion in the interests of the parent company.The objective in the fourth part is to resolve the problems which have exposed, the author selecte three main systems to be more research—piercing the corporate veil, controlling shareholder's fiduciary duty and shareholder's representative suit. According to comparations, we can find many differences in the above systems between mainland and Taiwan area in our country. Finally, the author proposes a bold assumption, that is putting all the regulations on the Enterprise Group together in an indepent chapter just like what we did in Taiwan area. We can foresee that the law of the Enterprise Group will not be smooth sailing until the traditional laws can suit with it. That will be the only time to find a satisfactory answer.