Research On The Legal Issues Of The Affiliated Company's Personality Denial System

With the development of economy,the degree of corporate grouping has deepened.There are many cases where a group company sets up multiple subsidiaries or affiliates.Judicial practice needs to accelerate the process of construction of personality denial system for corporate.Because there are too few applicable laws,and after the introduction of the Guidance Case No.15 of the Supreme Court,there is a great academic dispute over the judgment results of the denial cases of affiliated companies.This article reviews and analyzes this issue from the perspective of jurisprudence and practice.Chapter I discusses the disputes in the judicial application of the personality denial system of affiliates.The first section introduces the issue of judgment in judicial practice by introducing the case of loan dispute between X and T Company and the case of loan dispute between XG Company and CJ Company.Then,this article conducts a comparative analysis between the case and the judgment of the above cases.The second section introduces what the judicial application focuses on the personality denial system of affiliates,including the justification of analogy applying Article 20 III of the Company Law,the protection of the rights and interests of the bona fide shareholders and creditors of affiliates,and the rationality of the burden of proof.Chapter II proposes that Article 20 III of the Company Law should be applied cautiously.The first section raises doubts about the rationality of the application of the law: firstly discusses the nature of the loopholes in the legal regulation of Article 20 III of the Company Law,and then discusses the legislative intent and applicable principle of Article 20 III of the Company Law.Lastly discusses the academic viewpoint on the rationality of the application of the law.Based on the above analysis,this article puts forward author's point of view.The author believes that if it is not necessary,it cannot be applied by analogy,but it can be solved through the approach of civil and commercial law.There is no need to modify the legal provisions.It is only necessary to analyze the conditions by which analogy applies.In the second section,the doubt about the necessity of the application of analogy is mainly raised in theory and practice.It is not necessary to apply the analogy in Article 20 III of the Company Law.Chapter III mainly discusses the protection of the legitimate rights and interests of the creditors and bona fide shareholders of the affiliates.The first section raises the deficiencies of the existing laws,and believes that the creditors of the affiliated company have inherent risks,and the denial of legal personality in the affiliated company will lead to legal risks.The second section concludes by combing and analyzing the case of denial of personality of the affiliates.No court has taken into account the interests of the creditors of the affiliated company when applying Article 20 III of the Company Law,mere consideration of creditors is far from enough.The interests of creditors of affiliates and other bona fide shareholders should be fully considered.Chapter IV discusses the reasonable allocation of the burden of proof in denying the personality of affiliates.The first section discussed the deficiencies of the legal provisions.Through discussions on the distribution of burden of proof in the current law and the academic viewpoint on the distribution of burden of proof,the author proposes her opinion,which believe the doctrine of this method still needs to be improved and given to other cases.Other participants need more portection.The second section analyzes and sorts out the case of burden of proof in judicial practice.By introducing the current situation of the burden of proof in judicial practice and the suggestions of academia on the reasonable allocation of burden of proof,this article puts forward the point of view of this article and believes that the burden of proof inversion and the transfer of burden of proof can be comprehensively adopted to distribute the burden of proof fairly and reasonably.