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20世纪60年代以来,公司集团化的趋势日趋激烈。母子公司基于其低成本、低经营风险、高收益的特点赢得了众多企业的青睐;同时,也对公司治理制度提出了新的挑战。由于母子公司控制权的客观存在,母公司常常会为了自身的利益滥用手中的控制权,从而严重破坏子公司的独立人格,并进而损及子公司债权人的利益。基于此,各国纷纷立法,采取各种应对措施。其中,公司法人格否认法理对传统公司治理结构的影响最大,其在保护子公司债权人利益方面发挥了突出作用。我国已经确立并且正在完善母子公司的管理体制以及公司人格否认制度。但是在快速发展市场经济的过程中,需要进一步完善相关立法,研究公司人格否认的适用要件和限制,并运用其更好地保护子公司债权人的利益。
Since the 1960s, the tendency of grouping companies has become increasingly fierce. The parent-subsidiary company has won the favor of many enterprises based on its low-cost, low-risk operation and high yield. At the same time, it also poses new challenges to the corporate governance system. Due to the objective existence of the controlling power of the parent company, the parent company often misuses its control over its own interests, thus seriously undermining the independent personality of the subsidiary company and further undermining the interests of the creditors of the subsidiary company. Based on this, various countries have introduced legislation and adopted various response measures. Among them, the corporate legal personality denies that the law has the greatest impact on the traditional corporate governance structure and plays a prominent role in protecting the interests of the creditors of the subsidiary. Our country has established and is improving the management system of the mother company and the company’s personality denial system. However, in the process of rapid development of market economy, the relevant legislation needs to be further perfected to study the applicable elements and limitations of corporate personality denial and to use it to better protect the interests of the creditors of subsidiaries.