Research On The Identification Of Excessive Domination And Controrl In The Denial Of Corporate Personality

Article 20 of the Company Law established the system of denial of corporate personality in China for the first time,which was further concretized and improved in the Summary of the National Conference on Civil and Commercial Trial Work of Courts.However,there is a lack of research and relevant cases on the excessive domination and control,which is one of types of denial of corporate personality.This article is mean to explore the theoretical recognition and the practical applicable standards for excessive domination and control through a combination of theoretical and practical research.This article is divided into four parts.The first part is the current situation and problems of judicial adjudication in denial of corporate personality caused by excessive domination and control.Firstly,an analysis of the current judicial adjudication situation.Secondly,an analysis is conducted on the problems existing in judicial decisions,including inconsistent standards for judging excessive domination and control behavior,unclear criteria for determining the severity of harm to creditors’ interests,lack of consensus on whether the actual controller can become a qualified defendant,and difficulties in providing evidence for creditors.The second part is about the legitimacy of the application of the denial of corporate personality system to excessive domination and control.Excessive domination and control often manifest as the abuse of control power.Such abuse of equity behavior causes the company to lose its independent personality and abuse limited liability,so in this situation the company’s personality should be denied and the interests of creditors should be protected.The third part is the subjective scope of excessive domination and control,which can expand the scope of the plaintiff to involuntary creditors and public interest creditors,and the actual controller can be a qualified defendant.The fourth part is the specific identification of excessive domination and control.The behavioral elements can be judged from two aspects: the degree and appropriateness of domination and control behavior.On the one hand,excessive control behavior requires the existence of a control relationship to achieve a long-term and rigorous process,One the other hand,improper control behavior needs to reach the level of damaging the company’s solvency and damaging the rights of creditors.In addition,the conversion of the burden of proof can be used to reduce the difficulty of proof for creditors.