Research On Outsiders Piercing The Company Veil In Reverse

Outsiders reverse piercing the company veil is gradually established through a series of precedents.China's "Company Law" stipulates the positive puncture,but does not clearly stipulate that outsiders reverse puncture,there is a lack of law.Although the Supreme People's Court has issued the No.15 Guiding Case Xugong Case,the application of reverse puncturing among related companies has been established in the form of case guidance.However,in recent years,there have been increasing cases of outsiders' reverse piercing in judicial practice,and a guiding case cannot play a decisive role.This has led to confusion in the trial of reverse puncture cases,and there have been cases where different judgments in the same case and the same judgment have different grounds.Some judges directly apply Article 20 of the"Company Law" in the trial of cases,while others judge based on the legal concept of fairness and justice,and others judge based on the reverse piercing of legal principles by outsiders,to a certain extent.Undermines the certainty and predictability of the law There are two main reasons for opposing the reverse piercing of outsiders:one is that the existing alternative rules can replace the outsider reverse piercing,and there is no need to construct another;The punctured construction may damage the interests of no-fault shareholders and company creditors,cause an imbalance of interests,and have an impact on the foundation of the company's system.The reasons for opposing the above two points should also be studied to establish a mechanism for balancing interests.Through the research on relevant theories and cases,it is necessary to revise and perfect the company law and construct reverse piercing by outsidersThe first chapter introduces the basic concepts,indicating that insider reverse puncturing has no applicable conditions in China,and it is clear that the research focus of this article is outsider reverse puncturing.Then through the comparison between forward puncture and outsider reverse puncture,it shows the connection and difference between forward puncture and outsider reverse puncture,to better understand the uniqueness of outsider reverse puncture.Chapter 2 analyzes the operation of reverse piercing in judicial practice by conducting statistics and analysis on the 26 collected cases.The actual case in judicial practice is the best evidence of the validity of reverse piercing.By analyzing the year,region,court level of the case and the reasons for court support and non-support,we can find problems in judicial practice,base on judicial cases,and provide directions for the next step to improve outsiders' reverse piercingThe third chapter analyzes the American judicial precedent in detail,and straightens out the process of applying the rule from objection to a breakthrough in individual fields to the final universal application.Through analysis and research on key cases,experience and enlightenment are obtained.When applying clearly,you need to be cautious,insist on the "two-segment theory" and controlling rights are not necessary conditions for reverse piercingChapter 4 introduces the necessity of constructing reverse penetration by outsiders.Through theory,judicial practice and alternative analysis of related systems,it fully explains the reason why China should construct reverse penetration by outsiders.Chapter 5 summarizes the above analysis and specifically constructs outsiders to reverse puncture.Firstly,it introduces the legislative suggestions.Only the principle provisions should be made in the company law,and the specific details shall be stipulated by judicial interpretation.Then from the three aspects of subject,behavior,and scope of responsibility,as well as the burden of proof and the procedural issues of the court of jurisdiction,a comprehensive construction is carried out.Finally,balance related interests and eliminate worries in judicial practice.