Study Of Parent Companies And Subsidiaries Legal Issues

As a kind of special company organization form, parent-subsidiary companies have lots of different legal problems comparing with general ones, thus need the special adjustment by law. However , the Corporation Law still lacks the related provisions on parent-subsidiary companies. With the clue of corporate governance principles, This article chiefly discusses how to protect the legal rights of subsidiary companies' minority shareholders and creditors, then constitutes the normative mechanism of parent-subsidiary companies.Excluding the preface and the concluding remarks, this article is composed of four parts, about 35,000 words.The preface is the premise in the whole thesis, which introduces the meaning and tasks of this text, and points that the emphasis is discussing the protection of minority shareholders and creditors by the companies' inner and exterior governance mechanisms.Part I discusses the definition of parent-subsidiary companies and the necessity of special legal regulation. On the basis of commenting on some concerning disputing standpoints , This chapter puts forward that the parent-subsidiary companies relation is a kind of direct or indirect controlling and controlled connection among companies, whether the bond is contract or capital. It also analyzes parent-subsidiary companies' abuses, which decide the necessity of special legal regulation.Part II expatiates the relations between the legal regulation of parent-subsidiary companies and corporate governance, puts forward to use corporate governance principles to regulate parent-subsidiary companies. This text figures that corporate governance is that the corporate inner governance mechanism and the exterior one with the stakeholders as principal parts, requests to insure the shareholders to possess the equal treatment in company, and guarantee creditors' rights.Part III discusses how to protect the rights of minority shareholders in subsidiary companies. To regulate parent-subsidiary companies by law, the corporate governance framework should ensure the equitable...