| To accept the company’s salary after the company to fulfill the obligations of loyalty.when the company’s senior management personnel with disloyalty to seek private gain, the interests of the company will be difficult to be guaranteed, is based on the principle of fairness in law for the company to design the disgorgement, improper benefits reverted to belong to oneself is all, this is the senior management staff discipline. In China’s current "company law" Article 149 and "Securities Law" Article 47, the disgorgement system of corporation have been involved. However, this system in the law expression highly summarized, for someone who can be on behalf of the company to achieve disgorgement and scope of obligations and how to exercise and the exercise of the period did not make provisions, which makes the disgorgement system of our country is only exists in the form of legal provisions, unable to realize it is initially set to. Is to dig deep into the theoretical roots of this system will be of great significance to our legislation and practice.This paper is divided into four parts:the first part from the basic theory of disgorgement system of entry, conducted a preliminary definition of the concept and characteristics of disgorgement of corporation. In the academic circles of various academic views on the nature of the disgorgement of theory on origin of the disgorgement of Corporation, a comprehensive analysis of the necessity of perfecting the disgorgement system of corporation; the second part mainly focuses on the exercise of the disgorgement of Corporation, through the comparative analysis of the disgorgement system of Germany, Japan, the United States, China the Taiwan area of the company, summarizes and analyzes the experience of design of the National Co of disgorgement system; the third part mainly from the legislative practice of the disgorgement system of Corporation in China, introduces the disgorgement system of company of our country legislation present situation, emphatically analyzes and summarizes the existing legislation flaws and loopholes; fourth in foreign companies the successful experience of the disgorgement of legislation and combined with the actual situation, the legislation of our country realistic basis, in view of the existing legislation in our country is not Foot and body from exercise of the disgorgement of Corporation, of the disgorgement of corporation exercise object, of the disgorgement of corporation exercise procedures and time limit and coordinate the company disgorgement and compensation request from the perspective of the concurrence of rights conflict proposed some repair the disgorgement system of Corporation in the countermeasures and suggestions. |
