Research On Reverse Denial Of Corporate Personnlity

With the development of the law theory,the legal person system of modern company is gradually standardized.In view of the relationship between the company and its shareholders,the requirements of the law to each other’s personality independence are also tending to be strict.The reason is that the company shareholders have the possibility of abusing the independent personality of the company to harm the interests of the creditors and the social and public interests.In order to make up for the legal loophole,the system of corporate personality denial has emerged.This system has also been widely recognized worldwide.On the basis of the disregard of corporate personality,a new system--the reverse denial system of corporate personality is extended.Its significance is to adjust the interest relationship between the shareholders and the shareholders,which is caused by the abuse of the corporate personality of the company,which can not be adjusted by the denial of the traditional personality,so as to realize the substantive justice of the company’s legal person system.This article,based on the consideration of this view,starts with the analysis of the development of the system of reverse denial,and then explores the necessity and rationality of the system,and tries to build a perfect legal system of reverse denial.This article is divided into three chapters.The first chapter is the basic connotation of the reverse denial of corporate personality.First of all,it introduces the origin of the concept in the United States with the typical cases in this field and the specific standard of application.Secondly,it introduces the two categories of reverse denial:the reverse denial of the external person and the reverse denial of the insider;then I introduces an important consideration factor of reverse denial--equity of interests.In the end,we discuss the legitimacy and rationality of the system of reverse denial based on the basis of the theory of asset partitioning.The second chapter is the current situation of reverse denial of corporate personality in China.First of all,through the analysis of two specific cases in our country’s judicial practice,we find that there are three misunderstandings in our country at present,namely,the basic principles of civil law combined with third articles of company law,direct application of the twentieth articles of company law,and expanded interpretation of the twentieth articles of company law,and then the discovery of our country at present.In this field,there are some legal vacancies in this field;secondly,the limitations of these systems are put forward by a brief evaluation of the system that can be replaced by some scholars to replace the reverse denial.Combining two aspects of analysis,it highlights the necessity of building this system in our country.The third chapter is the construction of the reverse denial of corporate personality in China.First of all,I analyzes its constituent elements with feason elements,behavior elements,and result elements.Secondly,in view of the adverse effects that may be caused by reverse denial,it points out that the shareholders and creditors of the company should be protected accordingly to meet the demand of equity.Finally,some reverse denial is put forward.The idea of the construction of specific rules.