On The Construction Of "Deep Stone Principle" In China 's Company Law System

With In related transactions, based on equity or contract, the controlling company acquired a natural control for the subordinate company. If this controlling power does not be monitored, controlling company can easily obtain the subordinate company’s debt by unfair means. This motion which is discussed above destructs the subordinate company’s independence, damages the subordinate company’s interests. At last, this motion can damage the interests of the subordinate company’s other creditors. How to protect the legitimate claims of creditors in related transactions, the relevant countries in the world have taken measures to counter it. One of the most effective measures which created by the US case law is "Deep-Rock Doctrine".Accordance with the applicable "Deep-Rock Doctrine ", if the controlling company obtains the subordinate company’s debt by unfair means, and the debt can harm the interests of other creditors in the bankruptcy, then this debt will be put off-- repaid after the other creditors. In order to realize the bankruptcy fair, guarantee the legitimate rights of other creditors.China has not introduced the "Deep-Rock Doctrine" into our legal system. In China, creditor protection has become increasingly prominent and serious in associated transaction, whether "Deep-Rock Doctrine" should be timely introduced and how to design; these are to be discussed in this paper. This paper discusses by four parts, the main contents are as follows:The first part, from a practical view, combined with the case which produced "Deep-Rock Doctrine", introduces the origins and development of "Deep-Rock Doctrine" in American law,The second part, from a theoretical view, discusses the "Deep-Rock Doctrine" legal basis by fairness principle, integrity principle and the principle of prohibition of abuse of power,The third part, combined with the current China-related problems, discusses the necessity and possibility about introduction of "Deep-Rock Doctrine",The fourth part, on account of the other countries’ experiences, discusses the introduction of our "Deep-Rock Doctrine", mainly constructed from the legal basis, substantive rules and procedural rules.