Based on the fact that the parent company has actual control over the subsidiary company,this paper analyzes the possibility of the parent company using the subsidiary company to seek benefits and damage the interests...Based on the fact that the parent company has actual control over the subsidiary company,this paper analyzes the possibility of the parent company using the subsidiary company to seek benefits and damage the interests of creditors.Moreover,under the intangible protection of the current limited liability system and the independent personality of the company,it can“retreat”.This is undoubtedly against the original intention of the establishment of enterprise groups and has great potential harm to creditors.In addition,on the basis of the relief measures for the rights and interests of the parent company caused by the bad behavior of the subsidiary,the legal defects that should be carefully considered are determined.Considering whether there are other remedies that may have the same effect as disclosure,some are more moderate than disclosure.With Britain’s strong caution about lifting the veil,a more moderate direction could be considered.展开更多
As Chinese practitioners and scholars ponder the scope of fiduciary obligations under the country’s company law,this paper offers a comparative perspective from German law.Although German corporate law has not reject...As Chinese practitioners and scholars ponder the scope of fiduciary obligations under the country’s company law,this paper offers a comparative perspective from German law.Although German corporate law has not rejected legal transplants,the common law trust has never been accepted as an organizational device for administering third-party funds or doing business.Nonetheless,the German judiciary has developed a sophisticated concept of fiduciary obligations where the statutes remain silent.This paper explores the application of fiduciary obligations to limited partnerships,limited liability companies,and stock corporations.It takes a membership perspective to ascertain the legal relationships between a corporation and its shareholder-members and among fellow-shareholders,as business entities evolve from personalistic to capitalistic settings.Fiduciary obligations also inform the relationship between the corporation and its directors and corporate officers.Although German law does not classify directors and corporate officers as the shareholders’direct trustees,shareholders stand nonetheless to benefit from the way directors and corporate offices discharge their duties towards the respective corporate entities.Moreover,criminal law rules on embezzlement operate to protect the corporation and the monies it administers from overly risky business projects.展开更多
文摘Based on the fact that the parent company has actual control over the subsidiary company,this paper analyzes the possibility of the parent company using the subsidiary company to seek benefits and damage the interests of creditors.Moreover,under the intangible protection of the current limited liability system and the independent personality of the company,it can“retreat”.This is undoubtedly against the original intention of the establishment of enterprise groups and has great potential harm to creditors.In addition,on the basis of the relief measures for the rights and interests of the parent company caused by the bad behavior of the subsidiary,the legal defects that should be carefully considered are determined.Considering whether there are other remedies that may have the same effect as disclosure,some are more moderate than disclosure.With Britain’s strong caution about lifting the veil,a more moderate direction could be considered.
文摘As Chinese practitioners and scholars ponder the scope of fiduciary obligations under the country’s company law,this paper offers a comparative perspective from German law.Although German corporate law has not rejected legal transplants,the common law trust has never been accepted as an organizational device for administering third-party funds or doing business.Nonetheless,the German judiciary has developed a sophisticated concept of fiduciary obligations where the statutes remain silent.This paper explores the application of fiduciary obligations to limited partnerships,limited liability companies,and stock corporations.It takes a membership perspective to ascertain the legal relationships between a corporation and its shareholder-members and among fellow-shareholders,as business entities evolve from personalistic to capitalistic settings.Fiduciary obligations also inform the relationship between the corporation and its directors and corporate officers.Although German law does not classify directors and corporate officers as the shareholders’direct trustees,shareholders stand nonetheless to benefit from the way directors and corporate offices discharge their duties towards the respective corporate entities.Moreover,criminal law rules on embezzlement operate to protect the corporation and the monies it administers from overly risky business projects.
