股东直索责任性质的博弈解析

我国《公司法》第20条与第64条对股东直索责任采“连带责任”提法，但对究竞为何种连带责任却语焉不详，由此形成学界争议。直索责任的性质问题在本质上是共同连带责任与主从连带责任的制度抉择，是法律对于选择权的不同配置。在由两种责任方式所构建的不同博弈模型中，可观测到债权人与股东各自如何作出不同的行动决策并进而导致何种结果，从而得出共同连带责任的制度安排更为切合制度目标的结论。

On the Nature of Durchgriff Liability by View of Game Theory

Article twentieth and article sixty-fourth of China＇s company law consider the nature of durchgriff liability is joint liability, but they both fail to clear what kind of joint liability it is, thus forming the academic controversy. The nature of durchgriff liability is the choice between joint and several responsibility and subordinate joint liability, and is the allocation of rights by law. In different game model constructed by two kinds of responsibility, different decisions and their consequences by shareholders and creditors can be observed. Thus, the conclusion can be drawn that joint and several responsibility is the more suitable system choice.