| My country’s current "Company Law" only stipulates the traditional system of piercing the corporate veil for the protection of the interests of the company’s creditors,and does not mention the protection of the interests of shareholders’ creditors.In practice,there are more and more cases of shareholders abusing their rights to damage their creditors.The existing legal remedies,including equity enforcement procedures,pre-litigation property preservation system,creditor’s right of revocation,creditor’s subrogation and agency system,have their own shortcomings and cannot adequately protect shareholders and creditors.In order to solve the above dilemma,my country should build an external reverse piercing system for companies,and make clear regulations on relevant issues based on the experience of judicial practice.First,amend the relevant provisions of the current "Company Law",so that the theory of external reverse piercing has a legal basis.Second,in terms of legal provisions,the constituent elements are further divided,according to the framework of the three elements of "subject-behavior-result".Third,clarifying the connotation of the responsibility of the system,the company should be required to bear the supplementary joint and several liabilities to the shareholders and creditors with all the assets.Fourth,improve the distribution of the burden of proof.According to the "two-step method" model,the plaintiff will first provide preliminary evidence,and if the standard of proof is met,the defendant will provide sufficient evidence.Fifth,introduce a balanced consideration of the interests of the relevant subjects.When the company’s assets cannot pay off the debts of all parties at the same time,priority should be given to protecting the rights and interests of the company’s creditors.After that,the investment rights and interests of bona fide shareholders should also be considered;Protect the interests of shareholders and creditors. |
