跨国公司母公司对子公司的责任研究
发布时间：2018-07-13 10:42
【摘要】： 跨国公司是推进全球经济化进程中的重要经济主体。母子公司是在跨国公司内部不断扩张的过程中,被采用最广泛的内部组织结构形式。在这种结构形式下,跨国公司母公司和子公司在法律上是各自独立的法人,而在实践中,子公司却往往处于母公司的一体化控制之下。这种法律形式上的相互独立与实际的控制与被控制关系之间的矛盾,使跨国公司在推行全球战略的同时,规避应负的法律责任,侵害某一子公司及其债权人甚至该东道国国家的利益。因此,如何适时否认子公司的独立法律人格,让跨国公司母公司在某些特定情况下承担其子公司的债务责任,是目前国际经济法理论研究的一个重要课题。 我国相继制定了大量的有关外商投资的法律法规,而这些法律法规同样可以适用于跨国公司的《公司法》、《民法通则》等,都没有对跨国公司母子公司间的债务责任承担问题做出特定情况下的有限原则例外规定,以致在实际中有些跨国公司恶意利用我国法律的空白规避责任。 本文通过几个典型的国际案例引出了文章想要论述的问题,文章第一部分主要介绍了关于跨国公司母公司和子公司的一般理论,涉及到了跨国母子公司的概念、特征、组织模式以及法律地位等内容；第二部分简单介绍了跨国母公司对子公司承担责任的相关理论原则；第三部分阐述了跨国母公司对子公司承担责任的国际法法律规制和不足之处；第四部分主要针对我国国内立法关于公司人格否定的规定,结合我国的国情提出了完善跨国母公司对子公司法律责任的立法建议。 笔者希望,通过对跨国母公司对子公司法律责任的理论分析及法律实践考证,能够在理论上为法律的完善提供一定的支持。一方面有效规范跨国母公司和子公司间的行为；另一方面更好地保护处于我国境内的跨国公司子公司及其债权人的合法权益。
[Abstract]:Multinational corporations are important economic subjects in the process of promoting global economy. Parent-subsidiary companies are the most widely used internal organizational structure in the process of the expansion of multinational companies. In this kind of structure, the parent company and the subsidiary company of the multinational corporation are independent legal persons in law, but in practice, the subsidiary company is often under the control of the parent company. The contradiction between this kind of legal form of independence and actual control and the relationship between controlled and controlled causes transnational corporations to evade their legal responsibilities while carrying out the global strategy. Infringing on the interests of a subsidiary and its creditors or even the host country. Therefore, how to deny the independent legal personality of subsidiaries and let the parent companies of multinational corporations bear the liabilities of their subsidiaries under certain specific circumstances is an important subject in the theoretical study of international economic law at present. In China, a large number of laws and regulations on foreign investment have been formulated one after another, and these laws and regulations can also be applied to the Company Law of multinational corporations, the General principles of Civil Law, and so on. There is no exception to the limited principle of liability between the parent and subsidiary companies of MNCs, so some MNCs maliciously take advantage of the blank of our law to evade the liability in practice. The first part of this paper mainly introduces the general theory about the parent company and subsidiary company of multinational corporation, which involves the concept and characteristics of transnational parent company. The second part briefly introduces the related theory principle of the transnational parent company to bear the responsibility to the subsidiary company. The third part elaborates the international legal regulation and deficiency of the transnational parent company to bear the responsibility to the subsidiary company; the fourth part mainly aims at the stipulation of the negation of the corporate personality in the domestic legislation of our country. Combined with the situation of our country, this paper puts forward some legislative suggestions to perfect the legal liability of the transnational parent company to the subsidiary company. The author hopes that the theoretical analysis and legal practice research on the legal liability of the transnational parent company to the subsidiary company can provide some theoretical support for the perfection of the law. On the one hand, it effectively regulates the behavior between the transnational parent company and its subsidiaries; on the other hand, it better protects the legitimate rights and interests of the subsidiaries of multinational corporations and their creditors in China.
【学位授予单位】：大连海事大学
【学位级别】：硕士
【学位授予年份】：2010
【分类号】：D922.291.91;D923
本文编号：2119084
[Abstract]:Multinational corporations are important economic subjects in the process of promoting global economy. Parent-subsidiary companies are the most widely used internal organizational structure in the process of the expansion of multinational companies. In this kind of structure, the parent company and the subsidiary company of the multinational corporation are independent legal persons in law, but in practice, the subsidiary company is often under the control of the parent company. The contradiction between this kind of legal form of independence and actual control and the relationship between controlled and controlled causes transnational corporations to evade their legal responsibilities while carrying out the global strategy. Infringing on the interests of a subsidiary and its creditors or even the host country. Therefore, how to deny the independent legal personality of subsidiaries and let the parent companies of multinational corporations bear the liabilities of their subsidiaries under certain specific circumstances is an important subject in the theoretical study of international economic law at present. In China, a large number of laws and regulations on foreign investment have been formulated one after another, and these laws and regulations can also be applied to the Company Law of multinational corporations, the General principles of Civil Law, and so on. There is no exception to the limited principle of liability between the parent and subsidiary companies of MNCs, so some MNCs maliciously take advantage of the blank of our law to evade the liability in practice. The first part of this paper mainly introduces the general theory about the parent company and subsidiary company of multinational corporation, which involves the concept and characteristics of transnational parent company. The second part briefly introduces the related theory principle of the transnational parent company to bear the responsibility to the subsidiary company. The third part elaborates the international legal regulation and deficiency of the transnational parent company to bear the responsibility to the subsidiary company; the fourth part mainly aims at the stipulation of the negation of the corporate personality in the domestic legislation of our country. Combined with the situation of our country, this paper puts forward some legislative suggestions to perfect the legal liability of the transnational parent company to the subsidiary company. The author hopes that the theoretical analysis and legal practice research on the legal liability of the transnational parent company to the subsidiary company can provide some theoretical support for the perfection of the law. On the one hand, it effectively regulates the behavior between the transnational parent company and its subsidiaries; on the other hand, it better protects the legitimate rights and interests of the subsidiaries of multinational corporations and their creditors in China.
【学位授予单位】：大连海事大学
【学位级别】：硕士
【学位授予年份】：2010
【分类号】：D922.291.91;D923
【引证文献】
相关硕士学位论文 前2条
1 刘珊珊;跨国公司的环境责任研究[D];辽宁大学;2012年
2 张钡;全资子公司的人格否认制度研究[D];浙江大学;2012年
，本文编号：2119084
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