| The corporate personality denial system was first established in the United States in the early 20 th century by a case ruling.Based on the exploration of relevant theories and practices outside the borrowing domain,the 2005 revision of the Company Law officially marked the establishment of China’s corporate personality denial system.This system is of great significance in the field of civil and commercial law,effectively combating the behavior of shareholders who abuse the independent personality of the company to harm the rights and interests of creditors,and constituting a beneficial supplement to the corporate legal system.Although the system is widely used in judicial practice,its specific application in bankruptcy proceedings is still lacking clear legal norms.In the case of shareholder abuse of corporate independent personality or the confusion of related company personalities,when the company cannot repay its debts and causes significant harm to creditors,how to construct and improve the application rules of the corporate personality denial system in bankruptcy cases has a strong reality and urgency for maintaining the order of socialist market economy.It specifically involves several issues: the feasibility of combining the corporate personality denial system with the bankruptcy system;the specific applicable rules of corporate personality denial in bankruptcy proceedings;and the construction of principles,criteria,and specific procedures for the application of related company bankruptcy cases that are widely discussed in practice and research.This paper starts from two typical cases,summarizes the focus issues reflected in the cases,and solves the problems.In order to standardize the application of the corporate personality denial system in bankruptcy proceedings,this paper deeply studies the legal basis and legislative status of the corporate personality denial system,and points out the conflicts and consensus between the corporate personality denial system and the enterprise bankruptcy system.From the perspective of judicial practice,this paper explores how to use the corporate personality denial system in cases of shareholder limited liability denial and related company merger bankruptcy.Finally,the paper puts forward suggestions for improving relevant legal regulations,establishing effective procedures and standards,optimizing review procedures,and strengthening supervision by prosecutors,in order to provide useful references.The main text is divided into four chapters:Chapter 1 analyzes two classic cases involving bankruptcy fraud and personality confusion,extracts the focus of the disputes,and discusses the feasibility and rationality of applying the corporate personality denial system in bankruptcy proceedings,initially demonstrating the feasibility and limitations of using the corporate personality denial system to regulate bankruptcy fraud.Chapter 2 mainly explores the legal basis for the application of the corporate personality denial system in bankruptcy proceedings.It briefly explains the experience outside the domain of the corporate personality denial system and its formal establishment and development in China.It proposes the feasibility and necessity of combining the corporate personality denial system with the bankruptcy system.Chapter 3 discusses the specific situations of the application of the corporate personality denial system in bankruptcy cases.First,it analyzes the main elements,behavioral elements,subjective elements,and objective elements of the application of the corporate personality denial system in the simple model of the application of the corporate personality denial system in the single enterprise bankruptcy situation.Then,it starts from a more complex related company personality denial situation,based on existing legal regulations and combined with the results of theoretical research,and puts forward the basic principles,criteria,and specific procedures for the application of related company substantial merger bankruptcy.Chapter 4 deeply analyzes the legislative deficiencies of the corporate personality denial system in bankruptcy proceedings and puts forward improvement paths,including expanding the scope of subjects,adjusting the allocation of proof of responsibility,optimizing the review procedure,and strengthening the institutional construction of bankruptcy case supervision by prosecutors. |
