The Case Analysis Of The Legal Responsibility Of Abusing Shareholders’ Rights And Damaging Creditors’ Interests

Modern corporation legal system created the shareholder limited liability and corporate personality independence. The system on the one hand, stimulated the investor enthusiasm for promoting the development of market economy; on the other hand, there are the hidden troubles of the shareholders’ abuse of right to damage the interests of creditors. In the practice many shareholders’ abuse independent company personality, and damage the interests of companies、 minority shareholders and creditors. In order to regulate shareholders’ abusing of rights of wrongdoing, the Anglo-American case law in the country’s judicial practice gradually established a company law personality denial system,and then it spread throughout the world. China’s new "company law" article 20 also introduced this system, and established in the form of statute law. But due to the legislation principle, the specific applicable remains controversial. As a practical system, the company law personality denial system will constantly approach problems in practice. We should sum up experience, and perfect the law.This article uses the case analysis of the forms of writing. Through the analysis of a judicial practice of company law personality denial litigation arising from the real case, there are three legal issues, the legal responsibility of abusing of legal regulation of the shareholders’ rights, the difference between the normal trading and improper associated transactions between companies and the Distribution of burden of proof of the corporate personality denial litigation.In the aspect of legal regulation by abusing the shareholder rights, and the new "company law" article 20 regulate in principle the company shareholder’s obligation and the company law personality denial system. Shareholders abuse in judicial practice of specific performance can be divided into the following categories: legal person to a serious shortage of capital; Company and the shareholders personality serious confusion; Using the method of personality to escape contractual obligations and legal obligations. To constitute shareholders’ abusing rights requires subject factor, behavior factor and results requirements. Subject factor includes both the plaintiff and the defendant. In terms of scope of the plaintiff, according to the new "company law" the provisions of the third paragraph of article 20, bringing the company law personality denial of the creditors, the plaintiff must be a creditor and the creditors’ interests must be severely damaged. The defendant scope is not all company shareholders, but the ones who abuse shareholders’ rights with real power controlling the company dealing. Behavior factor, it demands the shareholders have abuse behavior, at the same time it doesn’t need the plaintiff to prove that shareholders have deliberately abuse behavior. Results elements need to prove the abuse of rights by the defendant to the plaintiff and it caused serious damage, and the defendant behavior cause the plaintiff’s damage.Between the normal trading and improper associated transactions, according to the result of the trade fair for the standard, it can be distinguished between unfair related transactions and unfair related party transactions. Related party transactions itself is neutral. As the related party transactions have lower transaction costs and can improve the efficiency of trading advantage. Improper associated fair cause imbalances in the corporate stakeholders, associated people plunder for the interests of the associated company, damage the company legitimate rights and interests of minority shareholders and creditors. For related transactions we should regulate the entity and procedure regulation, and make clear a regulation association of fiduciary duty, at the same time to build the legal system of minority shareholders and the creditor benefit protection.Traditional civil law theory is that the burden of proof in essence with dual attributes, including behavior in the sense of the burden of proof and the result in the sense of the burden of proof. Behavior responsibility transfers between the two parties. The responsibility regulated in advance by the substantive law will not shift during the litigation process. Law personality denial lawsuit burden distribution exist four views: strictly by the plaintiff burden, the burden of proof conversion, shifting burden of proof, general principles and special principles are not applicable. This paper supports the burden of proof conversion.About perfecting the company law personality denial system, this paper puts forward suggestions on the two aspects. At the legislative level, it should be a judicial interpretation to clear personality denial system rules of distribution of evidential burden in time, and summarizes the experience provide guidelines around the case. In the judicial level, to strengthen the judge necessary verification responsibility and to avoid the truth of the matter unclear and main social fairness and justice not implemented.