The Research On The Deep Rock Doctrine

At present,with the rapid development of the economies of various countries and regions in the world,the company's shape is increasingly complicated.Affiliated companies are an important form of corporate form and a unique landscape in the market economy.Affiliated enterprises generally consist of a controlling company and a subordinate company.The controlling company and the subordinate company are legally independent and integrated with each other economically.This legal independence and economic integration should be regulated by law..When an affiliated company goes bankrupt,in accordance with the principle of "one enterprise and one case" in China's current bankruptcy law,it is reasonable to deal with each bankrupt enterprise with an insolvency program.This will damage the integrity of the affiliated enterprises,and the associated enterprises will have close links and frequent business transactions.Internal synergies will cause difficulties in restructuring and unnecessary economic losses.Controlling the company's control of the funds and personnel of the subordinate company through control,not only damages the interests of the subordinate company,but also violates the legitimate rights and interests of the creditors of the subordinate company,resulting in the subordinate company creditors not receiving the funds,and the creditor's rights are not paid off.The tension between such legal provisions and economic reality controls the ambiguity of the order of repayment of claims by companies and subordinate companies,and requires the formulation of relevant laws to regulate the claims of affiliated companies.In this regard,the deep stone principle provides the possibility to solve the above problems.In March 2015,one of the four typical cases announced by the Supreme People's Court was the“Shagang Company v.Kaitian Company Case”.The key to controlling the company's claim for the subordinate company's claims was the reference of Shagang v.Kaitian's decision.Deep stone principle.The principle of the deep stone was originally from the Shamrock case.The essence of the Shamrock case was thatthe creditor's rights of the subordinate company were settled before the creditor's rights of the controlling company.The purpose was to realize the creditor's rights of the subordinate company's creditors,restore the normal social and economic order,and ensure substantive fairness.This article examines the deep stone principles from five chapters.The first chapter analyzes the controversial focus and judgment results of this case by introducing a typical case published by the Supreme People's Court,and cites the reasons for applying the deep stone principle in this case.The second chapter discusses the theoretical review of the formation of the deep stone principle,first introduces the origin of the deep stone principle,followed by the case of the deep stone principle in the process of perfection and the different theories of the scholars on the deep stone principle.Finally,the analysis is deep.The legal basis of the stone principle.The third chapter conducts a comparative study on the deep stone principle.It introduces the origin of the deep stone principle in the United States,the development of Canada,Germany and Taiwan.The fourth chapter first analyzes the practice of the deep stone principle in China,and then discusses the necessity and feasibility of introducing the deep stone principle in China.The fifth chapter explores the legal construction of the deep stone principle introduced into China's legal system,including the choice of legislative model and specific opinions on substantive law and procedural law.