Shareholders'Direct Contribution Liability to Creditors:Misconceptions in Judicial Interpretations and the Abandonment of the New Company Law
The judicial interpretation establishes a model for shareholders to directly assume liability towards corporation creditors,but the theoretical basis of this model is unclear.If it is based on subrogation rights,it indicates that such provisions are neither necessary nor accurate;If it is based on the tort of creditor's rights,it is clearly incorrect.This model is harmful and not beneficial in practice,as it can easily lead to individual satisfaction and low efficiency.The new Corporation Law does not adopt the direct liability model,so there are no legal gaps.Negating the direct liability model and returning to the general rules of civil substantive law and procedural law can balance fairness and efficiency without affecting incentives for creditors.Breaking through the legal logic to create a direct liability model is detrimental to the integration and coordination of the legal system in terms of external form,and causes an imbalance of interests in terms of internal value,which is not worth the loss.Meanwhile,the application of general law in the field of corporation law has its limitations,and it is necessary to fully respect the rules and internal logic of corporation law.Article 54 of the new Corporation Law on the special rights of creditors have excluded the application of the subrogation effect in Civil Code and the enforcement of creditor's rights in civil procedure law.Shareholders and managers have various obligations and liabilities regarding capital contributions,and creditors have the right to request them perform to corporation.
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