Reinvestment Legal Research

Market economy is the competition economy, and risk economy and credit economy at the same time. Where there are markets, there are risks. The company plays an important role in the market economic activity; its operation influences the relevant people's interests and social public benefits directly. Investment of company's foreign operation, on one hand, can disperse company's business risk, economize the transaction cost, adjust one's own industrial structure, and accelerate the capital expanding. On the other hand, the corporation investment has formed serious impact and challenge to the traditional company law, created all sorts of drawbacks, even may encroach on the interests of minority stock holder and other relevant people in company's creditor seriously , and then jeopardize the market economy idea of the free competition. So, it has certain theory meaning and realistic meaning to study the corporation investment. This paper plans to regard it as the research contents from five following respects:First part is the summary of the corporation investment. At first, this part defines the corporation investment, compares it with several relevant concepts, and explains the legal characteristic and main classification.Second part is the legislative evolvement and analysis of current situation. First of all, it has analyzed the reason that the behavior of corporation investment transfers to legalization; secondly it has introduced the legislative development of the investment regulations in relevant countries and regions. Again, from the current legislating situation of the world, points out that the restriction and relaxation of the corporate investment in various countries are actually the choices between security and efficiency, and it is a world legislative trend to relax the restriction on corporate investment. Then it gives a brief analysis and exposition of the current situation in our country.The third part is the impacts and challenges to the traditional company law. It originally analyses the following impacts: corporation investment and affiliated enterprise vs. "the independent body theory"; corporation investment and sole company vs. checking and balancing mechanism of administration structure in traditional company; corporationinvestment vs. the principle of true capital. Also it tells that the declination of corporate investment and "the doctrine of ultra vires", and thus points out that corporation investment is not only one of the reasons of "the doctrine of ultra vires", but also is one of the motive force that the rule tends towards declining.The fourth part transfers to several relief measures of the abuses of corporate investment. This part meanly introduces some relief measures taken by the countries both in common law and continent law. Meanly including "piercing the corporate veil" , "deep rock doctrine", sincere obligation of control shareholder, restriction of stock right and the practices of corporation investment.The fifth part is the legislative perfection in our company law. It is divided into two respects: First of all, analyses the legislative defects of the 12th clause of our company law from five respects as following: it has not given a clear stipulation whether company can invest in other legal person of incorporated business, whether company can invest in the partnership business or the unlimited liability company ; It has not made the regulation to adjust the interrelations among the companies produced by corporate investment; it has not stipulated clearly the definite standard of the net assets and not stipulated the legal liability which violate the 12th clause of " company law ".Secondly, I put forward some legislative suggestions, meanly about the perfection of article 12th and corresponding related system, such as introducing the relief measures to the defects of corporate investment, that is: " piercing company veil ", " deep rock doctrine ", "stock right coming into open" , restriction of stock right and setting-up sincere obligation system of control shareholder.