Research On The Legal System Of Companies' Ownership

Company is an integral part of the market economy. The effective protection of company has a positive meaning in stimulating economic growth, invigorating the market. The system of our corporation disgorgement which is ruled in Corporation Law and Securities Law, is set up for urging people to comply with the duty of loyalty and to safeguard the company’s interests better. However, these two laws are too simple on corporate disgorgement provision, lacking a detailed description of its nature, exercise of subject, exercise of object, exercise of program and choice about the claim right of compensation and damages, leading to the system not get better use. After collecting existing practice cases, the result is that the real use of the corporation disgorgement is few. Therefore, this paper is to provide intellectual support of our Corporation Law constraining, mainly using comparative analysis, empirical analysis, literature research and method of induction and deduction, which is based on the reference of academic achievement as well as relevant legislative experience from home and abroad.Except the introduction, conclusion, this paper is divided into four parts.The first part focuses on the basic theory of the corporation disgorgement system by clarifying the concept and nature of the corporation disgorgement in order to provide theoretical basis for later discussions. First, the corporation disgorgement is defined according to relevant theoretical perspective after explaining there is no legal and academic uniform definition and reference. Second, pointing out the nature of corporation disgorgement is debt claims by listing and discussing four controversial views of the corporation disgorgement. Third, analyzing the operating conditions in our country after stating the rules both in China’s Company Law and Securities Law.The second part focuses on analyzing the shortness about the corporation disgorgement. This section describes the related cases, pointing out deficiencies.Our corporation disgorgement system has weak operability and narrow using. The excise of cases which are in line with the corporation disgorgement conditions can not be properly resolved, reflecting the lack of relevant legislation. Exercise of subject, exercise of object, exercise of program and choice about the claim right of compensation and damages are involved. This part, including the analysis both in cases and hot academic researches, is presented in order to show the shortcomings of the corporation disgorgement completely.The third part focuses on comparing the legislation of corporation disgorgement in the extraterritorial area to gain enlightenment and help improve our corporation disgorgement system. First, introducing the legislation about the corporation disgorgement system in four area, including the United States, Japan and Taiwan of China. Second, this section notes the experience and inspiration derived from them.The fourth part focuses mainly on putting forward the corresponding improvement suggestions according to the lack of corporation disgorgement system, extraterritorial area experience, practical experience and relevant academic views. Suggested that the corporation disgorgement system should complete the scope of participation to adapt to the needs of reality;should be consistent with its nature to select 2-year period; should make the use of the system better; should adopt the overlapping views when the right of corporation disgorgement and the right of compensation and damages are all applied.