Research On Disgorgement System In China "Company Law"

Company disgorgement system in China is mainly reflected in the Article 148 of Company Law and Article 47 of Securities Law. At present most of companies adopt the management model which separates management right from the ownership. In this model, what we should pay attention to is that whether company disgorgement, as an important method when directors and senior executives violate the duty of loyalty to company, can maintain company’s interests fully in practice. The graduate dissertation discusses the state of company disgorgement in the process of application by considering the Article 148 of Company Law and cases in judicial practice. Then raise several main problems about the company disgorgement in survive. In the end, connecting the regulation about company disgorgement in the Article 148 of Company Law, give some proposals.The first chapter is an introduction. The main body of the graduate dissertation has three chapters and is written according to the writing thinking which is raising a problem- analysing the problem- solving the problem. Firstly raise the problem about the company disgorgement in process of application on the basis of analysis and conclusion of cases in judicial practice. Then research the reason causing the problem through analysis four typical cases. In the end, comparing the company disgorgement system with other relevant systems, try to refer to and utilize other methods to solve the problem in the process of application. And put forward two proposals about how to perfect the company disgorgement system in the Article 148 of Company Law. The graduate dissertation argues that in some cases we can refer to unjust enrichment system, negotiorum gestio system, damage compensation claims system, profits deprived claims system to solve the problem about company disgorgement in judicial practice. At the same time, for the legal deficiencies in the Article 148 of Company Law, suggests to perfect the applicable objects of company disgorgement and balance the burden of proof between the both parties. The author hopes the proposals can be considered in the practice of company disgorgement, and can offer support to perfect the China company disgorgement system.