公司法上连带责任制度研究-经济法学专业论文.docx

公司法上连带责任制度研究 公司法上连带责任制度研究 IV IV guarantee responsibility of sponsors. In corporate personality denial system, it is lack of theoretical basis for shareholders to take the joint and several liability. And if the controlling shareholder take joint and several liability,it is negative to protect the interests of minority shareholders. The approach to complete the responsibility system In corporate personality denial system is that,when the controlling shareholders are also directors, the shareholders should take full responsibility directly;when the controlling shareholders are not directors, but behind the scenes of the board of directors, directors and controlling shareholders shall be jointly and severally liable. This conclusion also applies to one-man company. The directors shall be liable for the third party is a trend for the two families of Laws. The nature of this responsibility is a statutory responsibility,and is a product of social policy. Directors jointly and severally liable are not conducive to constraint director rights. Directors should bear the primary responsibility and the company assume additional responsibilities. In short, the joint and several liability is a heavier responsibility, and is contrary to the principles of civil law.It is likely to cause unfairness to the person responsible if the system is used improperly. Increased responsibility may inhibit the enthusiasm of actors, and do detriment of the efficiency value. Joint and several liability is optional for the creditor,which limite the deterrent function of joint and several liability. Face of such limitations of joint and several liability,the idea of this artical is to limite the applicable conditions of joint and several liability, reduce to apply joint and several liability in Corporation Law . At the same time there is another idea of academics is to make innovation of joint responsibility itself. Foreign law, such as the U.S. law, the reform and innovation of joint and several l