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一、序言公司分立(corporation divestiture)是公司重组的重要手段之一。它为公司缩小经营规模,追求公司经营的专业化、效率化提供了重要的途径。作为公司重组中具有重要意义的公司分立制度,世界各国对其的立法态度颇不相同,美国公司法中并无公司分立的制度,~①而大陆法系的德国、日本、我国台湾地区则将公司分立作为组织法上行为通过立法加以确立。我国亦采取与德日相同的视点,在公司法中明确地规定了公司分立制度。但是我国《公司法》中虽然规定了公司分立制度,但是囿于以第176条、177条为核心构筑的公司分寺制度的规定过于笼统,所以对于我国公司分立制度的法律适用带来了极大的困惑。本文旨在通
I. Preamble Corporation divestiture is one of the important means of corporate reorganization. It provides an important way for the company to reduce its scale of operation and pursue specialized and efficient operation of the company. As an important corporate separation system in corporate restructuring, the legislation attitude of countries in the world is quite different. There is no system of company separation in American company law. However, in Germany, Japan and Taiwan of China, Company separation is established through legislation as an act of organizational law. China also takes the same viewpoints as Germany and Japan and clearly stipulates the system of company division in the company law. However, the Company Law of the People’s Republic of China stipulates the system of company separation. However, the provisions of the company-division system which is built around Article 176 and Article 177 are too general. Therefore, the legal application of the company-division system in our country has brought about a Big confusion. This article aims to pass