Company Disgorgement Research

A corporation is a corporate organization that exists for the purpose of profit-making.It has to engage in commercial activities and must exercise its power through natural persons.However,the interests of the natural persons who serve as the organs of work conflict with the interests of the company.Natural persons violate the loyalty obligations due to personal interests,and in order to safeguard the interests of the company and the shareholders,the relief system of ownership of the company arises.Corporate ownership system is an important means of safeguarding the rights of the company and the shareholders.It has been established in various countries through legal and legislative system and is applicable in judicial practice.First came from the United States,and later this system was Japan,Taiwan and other countries and regions,China also introduced this system,at present in our legal system,"Company Law" Article 148,"Securities Law" Article 47 has provisions on the right to belongings.However,our country is simple for the rule of Corporate ownership system and it only simple lists in the148 th rule which all interests will belong to directors and executives if they have the situation that violates the duty of loyalty.There are still several problems in practice: Firstly,it is too narrow-minded to exercise the object of the Corporate ownership system.The board of supervisors,controlling shareholders,and third parties with interests are not included in the scope of regulation.Secondly,it is too narrow-minded to exercise the subject of the Corporate ownership system.The company law does not clearly stipulate the subject of the exercise of the right to place,and the subject provided by the securities law is slightly narrow and does not confer qualifications on the board of supervisors.Third There isn't specific provision about the exercise period?the exercise procedure?the interest calculation and the solution of damages competing.This is what makes it difficult to operate in practice.The academic community has a certain discussion on it and achieved certain results.However,They did not agree on thenature of company disgorgement and duration of the exercise.On Chinese law as the breakthrough point,this article will elaborate the concept and features of Corporate ownership system and the academic circles discuss on the nature of the Corporate ownership system who summarize according to various theories about his opinion.Then regard the foreign law of the Corporate ownership system as the right type,analyze the Chinese Corporate ownership system which can be used for reference.And this paper will deeply analyze the types of Chinese company disgorgement which will deepen the understanding of the legal provision,elicit the problem of adaptation and proposes a solution to the procedure of exercising the Corporate ownership system.It will make the company's disgorgement play a role in certain aspect.