The Company Sets Up Invalid Under The Creditor Benefit Protection Mechanism

The protection company, the shareholder,creditor’s legitimate rights and interests are our country law of corporation legislative objective, But because "the efficiency is supreme" and "the shareholder center principle" the legislative idea influence, Takes seriously excessively the shareholder and the company benefit protection, Our country Corporation law regarding creditor benefit protection existence serious defect, How to set up in the invalid dispute’s creditor to the company to provide the effective legal protection, Sees various in our country educational world and the practical realm extensive research and the discussion. However, the related literature’s elaboration has paid attention to legal regime’s transplant merely at present, but rarely has from the localilzation and the value to angle the flaw which legislates to our country carries on the explanation and the reconsideration.This article key from the protection transaction security, paid great attention system fair angle embarking to set up invalid under to Our country Corporation the creditor benefit protection mechanism consummation to carry on the discussion:First, this article first sets up the invalid law from the company to recognize that the company set up with the creditor benefit protection relations, the company sets up the invalid under creditor benefit protection mechanism the system value three aspects to embark invalid, elaborates Our country Corporation to set up the invalid under creditor benefit protection mechanism the elementary theory; Next through inspects Our country Corporation to set up the invalid under creditor benefit protection mechanism the legislative present situation and the limitation, the judicial present situation and the difficult position, promulgated has consummated Our country Corporation to set up the invalid under creditor benefit protection mechanism the realistic necessity. To consummate Our country Corporation through the fore-mentioned research to set up the invalid under creditor benefit protection mechanism to establish the theory and the realistic foundation.Second, this article mainly sets up the invalid under creditor benefit protection through the mainland legal system and the UK-US legal system on behalf of the country with the local related company the principle of legality, the lawsuit system, to provide relief channel’s detailed inspection, promulgated has paid great attention to include the creditor the company benefit counterparts’ legal relief and the protection, carried on the fair correction in the legislative idea to the efficiency supreme legislation principle, pays great attention system which legislated and strict, was two big main legal system countries and the local remarkable general character. Indicated that Our country Consummation Company sets up the invalid under creditor benefit protection mechanism, is advances the government by law modernization the important direction.Third, this article to embarks from the legislative value, proposed that consummates Our country Corporation to set up invalid under the creditor benefit protection mechanism to realize three great value idea transformation. And take legislates the value idea to transform as the premise, proposes the system perfect concrete conception;①irst profits from Taiwan’s related legislation, faces up to Our country Law of corporation Company slight defect to set up the administrative cancellation pattern the system flaw, from limits shrinks with the standard administrative authority, protects company benefit counterparts’ angle embarking fairly, establishes Our country Corporation to set up the invalid judicial ruling system;②In order to safeguard creditor’s creditor’s rights safety, changes the creditor to the company information gain disadvantageous situation, manages the period to the invalid company’s audit and the company the public announcement item carries on the refinement and the standard;③Profits from national and so on US companies to govern the experience, stipulated that the company governs in the mechanism to set up the Board of creditor, manages the item participation company decision-making by the Board of creditor to the matter own benefit’s company, safeguards the creditor’s rights security;④The perfect company sets up invalid under the responsibility investigation system and the discharge principle, stipulated that the directors of corporations, the person in charge, the direct sponsor set up the existence on the company slight defect the serious mistake to undertake civil, the administration, the legal responsibility, sets up the behavior by the standard company, the main body scope which the expanded creditor’s rights press for payment, protects the transaction security.This article innovation lies in:①Pays great attention the legal transplant the localization, through inspects the mainland legal system, the UK-US legal system major country and the local related mechanism, sets up the invalid under creditor benefit protection take Our country Corporation the present situation and the limitation as the foundation, based on this consummates the related system, enhances the legislation pointed and the usability;②Pays great attention to the legal value analysis and the utilization, advocated that Our country Corporation sets up the invalid under creditor benefit protection mechanism the consummation, the most important question lies in the legislative value idea the transformation, legislates the present situation speaking of our country, lies in the change with emphasis the pattern which protects excessively to the company and the shareholder, pays attention including the company creditor’s company benefit counterparts benefit legal protection, realizes the legal regime intrinsic fair.This article main insufficiency is:Because the informationization had not obtained the comprehensive popularization, the author has attempted in the writing process to collect the company to set up the invalid dispute’s lawsuit case, selection leading case by carries on the empirical analysis for the sample to the thesis, but effect really micro. Have had certain negative effect to research results’ value and the significance.