Subordinate Company Interests Of Creditors, The Protection Of Research

Nowadays, the economic communication of the international and the civil becomes closer day by day. The affiliate corporate and the controlling company have bigger percentage in economic life, which not only have an important effect on development of economic but also have effect unexpected. The abuse of Limited liability danger the interest of the debtee of the controlled company. The justice which is the aim of the "legal person" is challenged. When a legal system is defective; we can't deny its positive value. "Legal person" is a grateful design in law, which develops the economic evidently. So our mission is making the system perfect, taking actions to prevent and giving remedy for the debtee of the controlled company, all which is for the corrective justice. The twentieth item of the new company law of PRC which is about Limited liability and exercise of shareholders rights is considered as building up of the system of piecing the corporate veil and the revolution of the protection of the debtee of the controlled company. It indeed helps the protection of the debtee of the controlled company and produces the legal basis. But only this item isn't enough for the protection of the debtee of the controlled company, so whiter makes discussion about this question, hoping that I can make a full and deep acquisition and produce value advice.The whiter refers to a lot of juristic literature abroad and home, studying them, at last makes the outline of this article. This article trying to make use of the way of theory connecting with the practice and the way of the comparative jurisprudence, and of historical law, and of value law, on the basis of the achievement of theory and practice of our nation and that of the foreign and of Taiwan, discusses the further development of the system of the protection of the debtee of the controlled company, study the status of the debtee of the controlled company and the unfair effect on the debtee of the controlled company because of the overly controlling by the controlling company, and the basis of legal theory of the protection of the debtee of the controlled company and the way of the protection of the debtee of the controlled company of PRC.The article consists of four chapters besides a preface. The first chapter is concern about the fundamental questions of the protection of the debtee of the controlled company, including making the concepts of the controlling company and the controlled company, making difference between the controlled-controlling company and the parent-subsidiary company, giving the reason that the writer uses the concept of the controlling and the controlled company instead of the concept the parent-subsidiary company which can interpret better the topic. At last it analyzes the kinds of the debtee of the controlled company and the bad influence on the debtee of the controlled company because of the affiliate character between the controlling company and controlled company.The second chapter examines the protection of the debtee of the controlled company by legal philosophy. Limited liability can't meet the need of the economic development today, can't realize the real justice on legal. It is a way by the good faith doctrine and forbidding abuse of right doctrine.The third chapter introduces the way of the protection of the debtee of the controlled company the two main legal system by comparative jurisprudence, the protecting way of Anglo-American genealogy of law is piecing the corporate veil and deep rock doctrine, one of those protects from different levers. German is the typical of the continental genealogy, the way of which is the legislation whose is developed further especially the "qualified concern" doctrine. By analyzing foreign ways, our country can learn from them.The forth chapter firstly analyzes the current legal system of the protection of the debtee of the controlled company which exist in PRC. The twentieth item of the new company law is considered as building up of the system of piecing the corporate veil, which is the breakthrough for the debtee protection. But only this item isn't enough to protect the debtee of the controlled company, which need specific rules and other legal system. Whiter puts up some proposals including specify the twentieth item of the new company law and learning deep rock doctrine, hoping that these can make the legal system of protection of the debtee of the controlled company of PRC more perfect.