Research On The Civil Liability Of Controlling Shareholders' Abuse Of Rights

From the promulgation of the first edition of corporate law of our country in 1993 to the modification and improvement of the 2013 corporate law,it establish the basic systems of company,like personality independence of company,corporation capital system,separation of ownership from management,etc.In real life,it often occur that corporate shareholders using the dominant position of the investor to mix ownership with management right,overhead board to actual controlling of company,confuse company property with personal property,then to empty out company property,leaving debts to the company and damage creditor's interest.In order to ensure the healthy development of company system,courts of the Unite States take the lead to develop piercing the corporate veil principle to govern the abuse corporate personality.This principle soon be accepted by world's countries.Paragraph 3 of article 20 of Corporate law of our country“company shareholders who abuse the independence position of corporate personality and shareholders limited liability to evade repayment of debts and damage corporate creditor's interests seriously,they shall bear joint liability to the corporate debt” is the provision of our country disregarding of corporate juridical person to hold shareholders to account.There is different comprehending in theory,in current judicial practice,there had been cases about cut the corporate veil sideways,cross-shareholdings pierce the corporate veil,reverse pierce of the corporate veil.There are scholars summarizing that the three condition of piercing the corporate veil as inadequate capitalization,highly mixed property,confusion of personality(the complete confusion between corporation with shareholders).This article considers that there are deficiencies as unknown body scope,unclear scope of rights in legal persons denial of personality in paragraph 3 of article20 of Corporate law,from the view of company governance,based on the company governance structure,using the functions and powers of the board of directors as the criterion for the identification of controlling shareholders,so to take over the authority of the board of directors will be as the criterion for identifying controlling shareholders.It determine that the overhead board or board of directors on behalf of the controlling shareholders shall bear joint and several liability for the company undefined debts.