有限责任与跨国企业:改革的理由?

Limited liability and multinational enterprises: a case for reform?

Cambridge Journal of Economics · 2010
被引 70
人大 A-ABS 3

中文导读

研究了跨国企业集团中有限责任原则导致对非自愿债权人(如受害者)不公的问题,提出通过企业责任原则等改革方案来弥补法律漏洞。

Abstract

In the context of corporate groups, the legal principles of limited liability and corporate separation can lead to injustice in cases of harm to involuntary creditors by externalising risks that ought to be internalised by the enterprise as the better risk taker. The avoidance of responsibility can be achieved by interposing a separate legal entity between the victims and the ultimate controller of the group, be it a parent company or its controlling shareholders. The resulting lack of legal responsibility could be remedied in a number of ways ranging from adaptations of existing exceptions to the doctrine of limited liability to outright abolition of limited liability. Preference is given to a statutory principle of enterprise liability for the controlling entity. The implications of these doctrines are also discussed in relation to the choice of jurisdiction in which to bring a legal action.

有限责任企业责任公司集团跨国企业债权人保护