A Study On Legal Protection Of Minority Shareholders And Creditors Of The Subsidiary Corporate In Corporate Group

Under the background of corporate groups, because of "interests-conflict" risk and legal risk, the interests of minority shareholders and creditors of subsidiary corporate have more possibility to be violated by controlling corporate or controlling shareholder than single corporate. In order to maintain the justice and promote the economy, we must strengthen legal protection of minority shareholders and creditors of subsidiary corporate. But facing the surge of the corporate groups and the risk taken by minority shareholders and creditors of subsidiary corporate, Chinese laws don't prepare quite well. Corporate law in China is based on the organization of single corporate, and doesn't have systematic regulations on corporate groups, though some regulations help to legal protection of minority shareholders and creditors of subsidiary corporate. Compared with the particular risk, this condition of giving the similar protection for minority shareholders and creditors of subsidiary corporate like single corporate is harmful to minority shareholders and creditors of subsidiary corporate. So the reform of the corporate law in China is inevitable. According to the conditions above, this paper would compare and analyze the two routes to legal protection of minority shareholders and creditors of subsidiary corporate in the world, and then offer proposals for construction of legal protection system of minority shareholders and creditors of subsidiary corporate in China.Apart from preface and conclusion, this paper consists of three parts. Chapter one gives definitions of corporate group and subsidiary corporate, analyzing the weak position of minority shareholders and creditors of subsidiary corporate, thinking it is realistically significant to strengthen legal protection of minority shareholders and creditors of subsidiary corporate. Chapter two firstly introduces the two routes to legal protection of minority shareholders and creditors of subsidiary corporate in the world. Then it focuses on discussing and analyzing the Germany route in detail, pointing out the defect of Germany route and giving relevant suggestions at last. Chapter three points out the defect that our corporate law doesn't give adequate protection for minority shareholders and creditors of subsidiary corporate, then it intends to structure the protection law on minority shareholders and creditors of subsidiary corporate in China.