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Abstract : The creation of corporate group became one significant economic phenomenon in our modern society. In France as well as in China, this phenomenon is acknowledged in the different ways by the various branches of law. It is taken into consideration by the company law, the accounting law, the tax law, the financial law, the labour law, the competition law and even by the criminal law. In each country, the ways of acknowledgement of the corporate group are not identical, due to the difference of the objectives that the various branches of law attempt to realize. The establishment of one special law for the corporate group, which recognizes its unified legal status, appears to be improper. Up to now, the corporate groups have not yet been perfectly described in legal terms, and do not constitute a solid legal conception. The legislation of one corporate group law seems to be impossible, unless a fundamental revision of the current company law were realized. In order to avoid the ignorance of the economical reality of the corporate group by the law, it is better to proceed to the adjustment of the currently effective legal provisions. In this respect, the French law constitutes one model to be followed by the Chinese law. The latter could, through the legal reforms in the future, be inspired by the legal and judicial rules of the French law, which seeks to preserve not only the economical vitality of the corporate group, but also the balance of the conflicting interests of the stakeholders. With regard to the relations between the majority shareholders, the minority shareholders and the corporate directors, the French law comes to demonstrate that traditional rules of the company law, after adaptation, are normally sufficient to resolve the problems incurred within the corporate group. Furthermore, the French legal provisions appear capable to maintain a balanced solution related to the group's responsibility vis-à-vis the creditors (employees included). This balance is ensured in French law by a series of classical provisions, such as the "fictivité"(false company), confusion of assets as well as the liability of the de facto directors. The Chinese law, currently under strong influence of the Anglo-Saxons legal provisions - especially the "Business Judgement Rule" and the "Piercing the corporate veil" rule, could refer to the French provisions, which is more adapted and efficient.
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Submitted on : Monday, March 31, 2014 - 12:11:04 PM
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  • HAL Id : tel-00967978, version 1


Xinyu Hu. LE GROUPE DE SOCIETES EN DROIT FRANÇAIS ET EN DROIT CHINOIS. Droit. Université d'Angers, 2010. Français. ⟨tel-00967978⟩



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