Study On The Disgorgement Of Corporation Under The Contract Angle Of View

Company is confirmed by the legal construction, and awarded the law on civil main body qualifications, has become law rights ability, behavioral ability and ability of the private law subject bear corresponding responsibility. In the traditional sense,the company is a shareholders' limited liability as the premise, for-profit civil subject.Dominant position on such a private and independent personality is a development company multidimensional nature of Logical Thinking.Disgorgement of the earliest origins in the United States short-term trading the disgorgement system of an important part of the securities regulation system of insider trading laws, the aims of listed companies internal of short swing trading profits to the company so as to establish the insider trading prior prevention and deterrence mechanism, then successively for the laws of many countries and area the introduction and reference.Essence of the disgorgement of corporation is on balance the interests of all parties involved in the company of a regulation, company between the interests of the subject of occurrence dispute processing, is people within the company in violation of duty of loyalty law gives the company a special relief means. The value of the performance of the company is to harm the interests of the company's interests and the interests of the stakeholders to coordinate and maintain the independence of the company's property and maintain the normal market order.For the private law of disgorgement of corporation research. It is generally believed that the company s right has the nature of private right. It is for countries to achieve one of the auxiliary means of supervision of the company's target. The regulation of the system of the right to belong to the company specific personnel is engaged in the legal prohibition of trading behavior, in particular, between the company and the company to do the distribution of benefits, for the interests of the private sector. Private autonomy as the primary principle, standardize the company control and maintenance company parties of basic legal status, by expanding the space of autonomy to ensure that shareholder's right allocation and safeguard the interests of the company as a whole, penalties and regulate the behavior of the legitimate rights and interests of the damage the shareholders and the company.The disgorgement of corporation legislation improvement on the subject, should not be confined to the survival time of the shareholders, at the time of the transaction,the moment qualified can be, in the applicable objects should not be only includes thecompany's directors and senior management personnel, and put the object into the regulation of the board of supervisors.