A Study Of The Disgorgement About China’s Company Law

Disgorgement of corporation in company law can put an end to the negative influences brought about by operators. As a relatively new theory and system, it is researched more from the perspective of securities laws system than from the perspective of company law system. The research conclusions about the definition, the legal characters, the applicable cases, and the exercise institutions of the right differ greatly, it is difficult to reach consensus. Scholars pay insufficient attention to the special nature of the China’s company law and China’s national conditions in resarch. In short, theories on the present disgorgement of corporation in our company law is very confusing. Additionally, in our current company law the legal provisions on disgorgement is too simple, lack of flexibility and operability. Therefore, strengthening the research on the rights in china law is very important on the sence of theory and practice.This paper focused on why and how the right should be further revised and improved.In addition to the introduction and conclusion, the paper is divided into three parts:The first part is about the basic theory of disgorgement. In this section, the paper systematically analyze the semantics and academic meaning of the company’s disgorgement in comparative way. Then, the papers introduces the four theories on the legal charactor of the disgorgement. And then from the agreement and against aspects, the theory of the above four theories were systematically analyzed. On this basis, the author made a creative idea on the legal charactor of disgorgement on the basis of the special nature of the Company Law of China and China’s national conditions. Finally, the thesis certificates the theoretical fundation of the right, seeking the legitimacy about disgorgement of company law system.The second part is mainly about the applicable cases and exercise institutions of disgorgement. In the new company law amendment, in addition to refinement and improvement of the applicable cases, legislation has introduced a number of rules on the common law system. The applicable cases of disgorgement has been greatly expanded. Using the latest research results, the paper on this issue elaborates the major successes and shortcomings of the disgorgement in our company law in details. In this section, the paper also discusses the exercise institutions, summarizing the shartages.The third part is discussion on how to improve the disgorgement of corporation in our company law. The essay provides some constructive suggestions. Through the analysis above, rational and proper disgorgement of corporation in our company law may balance the powers and duties of operators and protect the interests of companies strongly.