Study On The Issue Of Corporate Responsibility Within The Group Structure

After 1920s, with the cancellation of legal constraint on intra-investment between corporations worldwide, corporate groups have been booming and playing a key role in the global economy, which supersede the simple corporations and dominate the business world. The emergence of corporate group brought about the crucial problems of the unsuitability to corporate group of the traditional liability standards, designed by classical corporation law for the case of single corporations, among which the most striking one is: within a corporate group, in what situation, the parent corporation should be responsible for the subsidiary corporations' debts. This problem is deemed as "one of the greatest unsolved problems in the modem corporation law" by famous British scholar Schmitthoff. This problem hereof is what this dissertation focuses on, which named "intragroup liability structure in corporate group" by the author.Part I of this dissertation begins with the concept and legal feature of corporate group, distinguishes the concept of corporate group from enterprise group and affiliated enterprises. Then it analyzes the reasons for the emergence of corporate group. At last it describes the impact on the classic corporation law and discusses the background of intragroup liability and theoretical and practical significance of studying this issue.Part II of this dissertation discusses three approaches dealing with intragroup liability worldwide which includes traditional approach represented by USA and U.K., dualist approach represented by Germany and radical approach represented by EU. In the traditional approach, the author introduces the "piercing the corporate veil" doctrine in USA and "lifting the corporate veil" doctrine in U.K. In the dualist approach, the author introduces the Konzem law in Germany. In the radical approach, the author introduces the draft of EU company law. Finally, the author makes a comprehensive analysis about these three approaches and puts forward a suggestion for an ideal approach.Part III of this dissertation focuses on discussing the current situation of intragroup liability of corporate group in China. Based on the description of thetwo regulations and comments on two typical cases of intragroup liability, the author summarizes the major defects on this issue in our legal system.Part IV of this dissertation is the conclusion. When we construct our corporate intragroup liability system, we firstly should be clearly aware of the achievements and defects of these three approaches, then absorb choicely and innovate bravely. A consistent liability regulation for corporate group should be precisely construed upon rather than ignoring the typical flexible and hybrid nature of the group decision-making structures. There should be a flexible and hybrid system of liability imputation, which would link liability for each concrete affiliate debt to the decision-making power responsible for it. The author raises such suggestion as improving corporate group registry regulation, establishing the principle "No, control, no liability" in substantial law and "reverse burden of proof in procedure law.