| In light of scale benefits brought by corporate group as a form of business organization, an increasing number of enterprises tend to adopt this form to increase their competitiveness. Meanwhile, corporate groups have become a leading force of global national economy and international competition, playing a crucial role in global economy. Competition among countries has turned into competition among big companies and corporate groups of each country.Nonetheless, corporate groups brought about great challenges to the traditional legal framework. The core of traditional business law is single enterprises, while a corporate group is not a single enterprise, neither a simple union of several enterprises, with its member companies remaining their independent legal person statuses while keeping a close relationship with each other. A complicated relationship like this makes the application of traditional laws to corporate groups awkward. In sense of antitrust law, the specific problem caused by corporate groups is when defining the subjects of antitrust acts, whether the member companies of a corporate group should be deemed as separately independent entities or a single entity. Such distinction is important as if member companies can be reckoned as a single entity, the intra-group acts of member companies are just similar to acts of different divisions from the same company and will not be regulated by antitrust laws.The United States of America, as the country where antitrust law first developed has a long history and great experience in regulating restraints of competition. The “single economic entity” theory established by legal practices of United States of America provides a fantastic solution to the dilemma of definition of subjects caused by corporate groups. Existing study and researches mostly focus on the elements and standards of review of antitrust acts. A few studies have been done on subjects of antitrust acts, fewer on corporate groups as subjects of antitrust acts. In China, The enactment of the Anti-Monopoly Law of P.R.C. is a great progress in antitrust legislation. However, the Anti-Monopoly Law still keeps silent on the corporate group issue. This paper attempts to inspect the legislation and legal practices of countries like the United States of America, Germany and European Union which have had valuable experience in dealing with corporate groups as subjects of antitrust acts.The paper is divided into four parts. The first part provides an introduction to the economic and theoretical background for the emergence of single economic entity theory. In light of that the emergence of single economic entity is rooted in the development of corporate groups, the paper continues to give definition to the concept of corporate group and distinguish its close concepts like parent-subsidiary corporation, affiliated enterprise, holding company.The second part is a study of the single entity theory in the legislation and legal practices of the United States of America, Germany and other countries. By study of milestone cases, this part analyzes how the U.S. courts use single economic entity theory in distinguishing cases with different economic realities to deal with the relationship of member companies of the same corporate group, meanwhile, to get a glimpse of the emergence, development and perfection of single economic entity theory in the United States.The third part focuses on the definition of controlling power of a company, which is the footstone for the definition of single economic entity. By inspecting the legislation and legal practices of the United States of America and Germany, this part elaborates the formation of the core of corporate groups, the parent-subsidiary relationship. At last, this paper explains the defects in the legislation and legal practices in Chinese antitrust law and attempts to bring up solutions which fit the condition of and economic realities of China, to the dilemma brought about by corporate groups in definition of subjects of antitrust acts... |
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