The Research On Tbe Reverse Disregard Of The Corporate Personaliy

Since revised Chinese Company Law became effective in 2005, the theory of “Piercing the corporate veil”, also named “Disregard of the Corporate Personality”,which had been founded in common law coutries a few years ago,is established in China by form of statute for the first time.As a measure to regulate the abusing of independent corporate entity and limited liability of shareholders, disregard of the corporate personality is not a complete deny of the independent corporate entity and shareholder’s limited liability,but a substantial modification and maintenance,and also means to pursuit substantive justice.However,as the misuses of corporate independet personality are emerging,the current system can not regulate the behaviors that shareholders thansfer their properties to the corporate to evade thier own personal debets.So it is nesessary to make a research on this problem to compensate the deficiency of traditional corporate disregard system.On a sight of discover problems,this thesis uses the method of legal intepretation, empirical analysis,comparative analysis and summary analysis,and begins with current controversial cases to make a research on reverse disregard of the corporate personality. This thesis contains three major parts: the introduction,the body, and the conclusion. The body can be divided into four chapters.On the basis of traditional systems,the first chapter inllustrates the characters,the types and the historical development.The reverse disregard of the corporate personality,which can be divided into two types,that is insider reverse and outsider reverse, outsider reverse means when the corporate and shareholder’s personalities confused,they should be treated as one so that the corporate shall bear the same liability with its shareholders,and insider reverse means the corporate can share the shareholder’s certain identities or rights in that circumstances.Its responsibility flow and the main focus is different from traditional disregard of the corporate personality.The second chapter focous on the reverse disregard of the corporate personality’s theoretical foundation on the perspective of the legal,sociology and economics and also introduce its legal practice in both America and China as its realistic basis.The third chapter concludes its components,and combining with Chinese judicial practice,it focous on reverse disregard of the corporate personality’s subject requirement,conduction requirement and consequence requirement.The last chapter summarizes the system of reverse disregard’s defect and current problems in Chinese judicial practice on the basis of the above chapters and also propose some opinions on the legislative model, responsibility and rules of procedure of the reverse disregard system.Compared with previous research,this thesis clarifies the historical development of the reverse disregard system,and concludes its theoretical basis from multiple aspects so that its easier to understand the rationality and value of its existence. This thesis comprehensively introduces the evolution in America of two types of reverse disregard,including insider reverse and outsiders reverse.Besides, taking realistic national conditions and judicial environment of our country in to consideration, this thesis picks the outsider reverse and abandons the insider reverse.And also summarizes the requirements of outsider reverse in detail which provides convenience for its application.Finally,considering the present application of the reverse disregard corporate responsibility,the author put forward some suggestions on the system construction from the angle of substantive law and procedural law, hoping the system can be established in our country as soon as possible.