Research On The System Of Corporation Merger Invalid

Consolidation and merger of corporations, as far as a company is concerned, can enlarge its business scope, enhance its competitiveness, and increase its benefit of scale; it can also enlarge productive scale and reduce productive cost for society. However, somehow consequently null and void corporate amalgamation will leave the company in an unstable legal structure, and endanger relevant interests or even economic order of market. Therefore the system of corporation merger invalid is necessary for relevant interests, safe transactions and efficient consolidation and merger of corporations, thus to provide valid legal protection for interested parties.In this article, the connotation of the system of corporation merger invalid is elaborated, relevant systems are analyzed against it. Consequently, the system of corporation merger invalid is manifested to be a rational choice to establish the rule of law in modern capital market.This article aims to consummate the legal system for corporation amalgamation by analyzing the system of corporation merger invalid in countries and regions which adopt the continental legal system, introducing foreign advanced theories, discussing the feasibility of establishing the aforementioned system in China and finally designing specific stipulations.Chapter 1 Theoretical Analysis Relative definitions should be explained before a rule or a system is studied. This chapter features concepts and characteristics of the system of corporation merger invalid, and compares the system with other relevant systems. Deficient decisive system, void agreement in corporate amalgamation and deficient revocation system are then specified, which leads to a comparative advantage of the system of corporation merger invalid against consolidation and merger of corporations resolution flaws system in its flexibility and defining the subject and statutory basis.Chapter 2 Comparative legislative study on foreign the system of corporation merger invalid As far far as foreign law is concerned, the legislation of the system of corporation merger invalid mainly exists in countries and regions implementing the continental legal system, and some countries have established relatively perfect the system of corporation merger invalid. Yet Anglo-American legal system rarely defines the system of corporation merger invalid, possibly on account of relatively complete legal personality system. This article, with analysis and evaluation of foreign the system of corporation merger invalid, draws lessons from its causes, subjects, limitation periods, legal consequences and offset procedures, invalid consolidation and merger of corporations must be cautiously declared, and its procedure must be strictly stipulated.Chapter 3 Analysis of current the system of corporation merger invalid in China and its necessity The system of corporation merger invalid is not included in China’s Corporate Law at the legislator’s discretion against the system and the average quality of China’s judges on one hand, and due to the lack of experience in introducing foreign legislation methods on the other. Legal problems consequently emerge in China’s judicial practice, because basic civil law theories and Corporate Law stipulations are adopted to deal with such issues in the absence of the system of corporation merger invalid.With analysis of these problems, this article concludes that it is a rational choice of the rule of law in modern capital market to establish the system of corporation merger invalid, and further elaborates that this system is necessary. Show that the system is the requirement of broad interests subject, the requirements of the performance of the creditor protection procedure, merging, dispute resolution deadline requirements of rationality, combined the requirement of system should be flexible, and improve the system of our country company merger, to carry forward the inevitable requirement of fair and mainstream values.Chapter 4 Feasibility for establishing the system of corporation merger invalid and rule design This chapter is the emphasis of this article and demonstrated the feasibility of the system of corporation merger invalid in three respects including the balance of legal values, corporate legal practice and lessons from foreign the system of corporation merger invalid. This chapter then highlights the suggestions to the system of corporation merger invalid in China and illustrated specifically in defining the causes, subjects, limitation periods and legal consequences. Interested parties can be directed to protect their legitimate interests with legal weapons in presence of serious problems in corporate amalgamation. Regulations are also established to prevent some plaintiff from mis-using this litigation right. The declaration of invalid consolidation and merger of corporations must be cautious and ensure fairness, justice and transaction security, therefore corresponding offsetting system is also established to allow correction within certain period in terms of obviously minor flaws, in order to maintain stability of corporate legal relations.