Research On The Regulation Approach Of Enterprise Groups

Enterprise group is the result of enterprise scale,which has become an important part of economic practice at present.However,the scattered provisions of the current corporate legal system are not enough to respond to the needs of practice,and the Company Law needs to systematically regulate the enterprise group as an enterprise ecosystem.However,it is not easy for the Company Law to carry out systematic legislation against enterprise groups,which is constrained by many difficulties such as the legislative placement of enterprise groups,the complex composition of enterprise group members,and the diversified and hidden related transactions implemented among member enterprises.Before carrying out this legislative work,we can consider sorting out and drawing on the legislative experience of the German Joint Stock Company Law and the "Company Law" in Chinese Taiwan,which are more representative in the world,and taking into account the outstanding characteristics and evolution laws embodied in the legislative evolution process of the Company Law,to make a macro control over the future legislative ideas of the Company Law on the system regulation of enterprise groups.Furthermore,on the construction of the specific legal rules under this item,we can focus on three aspects: legislative placement,organizational law regulation and behavior regulation.First of all,with regard to the legislative placement,we can adopt the arrangement technology of combining "unification and division" with "total division".In the general provisions of the Company Law,we will make arrangements for the general provisions of enterprise groups.The rest of the provisions will be placed in the specific provisions of the Company Law by means of a new special chapter.At the same time,the design of legal rules should be as fine as possible;Secondly,with regard to the regulation of organizational law,there are two major issues: the market access regulation of enterprise groups and the definition of the legal liability form of enterprise groups and their member enterprises.The former should,in combination with national regulations and practice,avoid the registration of enterprise groups and instead strengthen the information disclosure obligations of the parent company of the group.The latter is encouraged to adopt because the regulation model of separating entities is superior to that of single enterprises,Therefore,as an enterprise ecology without legal personality,the form of legal liability of enterprise groups cannot be raised,and the member enterprises of the group,as independent legal persons,should bear unlimited liability with their independent legal property;Finally,as for the regulation of behavior law,we can consider to divide the related party transactions into those with consistent interests and those with conflict of interests,and make separate arrangements for them on this basis.In a word,the Company Law should focus on the protection of the interests of the third party outside the enterprise when regulating related transactions with consistent interests,that is,the creditor’s rights,the equity of outside shareholders,the public’s right to know,and the state’s tax interests,while the related transactions with conflicts of interest should focus on the protection of the interests of damaged enterprises,The corresponding rule construction can be carried out around two aspects: prevention in advance and remedy after the event.