Research On Outsider Reverse Disregard Of Corporate Pesonality

The Outsider Reverse Disregard of Corporate Personality originated from America, which refers to holding the corporate entity liable for the personal debts of its shareholder, based upon the fact that the corporate entity was abused to cheating the shareholder’s creditors. The Disregard of Corporate Personality system in China is limited to the traditional version, while a lot of cases involving corporate entity abusing for cheating shareholders’creditors happened in our country. Based on theories, some judges ruled for the creditors without definite laws and regulations, which causes virtual conflicts.The Outsider Reverse Disregard of Corporate Personality is so different from the traditional one that it confused us in some level. Firstly, when corporate property is used to pay shareholders’debts, conflicts caused between shareholder’s creditors and corporation’s creditors, the innocent shareholders, because corporation’s creditors and innocent shareholders also can claim rights for the corporation’s property. In theory, the Outsider Reverse Disregard of Corporate Personality results in unfair outcome to innocent shareholders and corporate creditors. Secondly, some researchers maintain that the Outsider Reverse Disregard of Corporate Personality is unnecessary, because the general civil and commercial laws and regulations already can guarantee the benefits of shareholders’ creditors. Through thorough research on the subject, I conclude that all the conflicts can be solved, and the Outsider Reverse Disregard of Corporate Personality is necessary for China’s legal system, so it should be written in the Corporation Law of China.This paper is separated into five chapters: The first chapter is "the general view of the Outsider Reverse Disregard of Corporate Personality", which is aiming at studying the basic theory and the background knowledge, from declaring the basic concepts and sorting out the system.The second chapter is "the experience and conclusion from America legal practice", which tries to conclude the experience from America legal practice that we can use when establishing the system.The third chapter is "the conflict of benefits and corresponding settlement mechanism", which tries to analysis the conflicts between creditors of the shareholder and innocent shareholders, corporation creditors, and provides settlements for them.The fourth chapter is "the necessity of the Outsider Reverse Disregard of Corporate Personality for our country", which involves three parts. At first, I analysis the point of views about the system from the jurisprudence circle. In addition, on the basis of overview an important case in our country, I believe that the system is necessary to regulate the corporation entlty abusing behaviors. Thirdly, compared it with some so-called alternative regimes, I maintain that the Outsider Reverse Disregard of Corporate Personality has independent value and meaning, which cannot be replaced and is necessary for the Corporation Law system.The last chapter is "construct the Outsider Reverse Disregard of Corporate Personality in our country", which tries to applying the Outsider Reverse Disregard of Corporate Personality in our written-law system. In this chapter, I provide my personal advices and suggestions accordingly to the previous four chapter’s analyses.