| 英文摘要 |
As far as corporate groups are concerned, although formally it appears that each member of them is an independent and separate legal entity, all of them, including their capital, personnel, business operation and financial department, are integrated highly into the parent-subsidiary or vertical relationship and formed as a combined entity in law and economy. From the aspect of the establishment of business strategies, the enforcement of operating activities and the preparation of financial statements, because the subsidiary company is controlled by the controlling company formally and virtually, corporate groups are treated as an economic entity. Therefore, especially in the situation aforementioned, as soon as the members of corporate groups proceed to the process of bankruptcy, it will be highly possible for it to spread to other members regular operations, which might even lead to financial distress in the corporate groups. Moreover, in taking into account the Taiwanese Company Law, and the draft of the Insolvency Law (Debt Liquidation Law) drawn up by the Judicial Yuan, they do not focus on the character of inside transactions and the reality of the economy of the corporate group, and fail to construct a legal regime regarding the bankruptcy system for corporate groups to meet the development of the megasubsidiaries phenomenon. However, observing the theoretical and practical developments of the operation in this theme for discussion in the U.S.A. and Japan, instead of insisting on the consideration of the doctrine of separate corporate existence, they have chosen to respond to the reality in which the corporate groups should be deemed an economic unit, and gradually endeavored to reconstruct the modern regulation of bankruptcy. In sum, for the sake of constituting the integrated regulation of bankruptcy suitable for a corporate group and reacting to the development and formation of corporate groups, this study will focus on the topics of the jurisdiction of affiliate venue rule, the conditions of exercising the trustees power of avoidance, the scope of exercising the trustees power of inspection, the theory of substantive consolidation, the rule of equitable subordination, piercing the corporate veil, disregard of corporate entity, and so on. |
