Abstract: Disgorgement of corporation is a system both in the securities law and the corporate law although there are some intercommunities between them,but also sharp differences on stages of the system,which arise from the differences in deep-rooted aspects such as history background and value orientation,ect.By means of historical analysis,we could find that the former takes aim at deterring the insiders from inside dealing, maintaining investors' confidence,safeguarding securities market order;the latter aims at urging persons responsible for the company to perform their duties of loyalty.In terms of their intercommunities,company is the subject of disgorgement of corporation in the two systems aforementioned,which is based on the persons who are responsible for the company (insider) bear duties of loyalty for the company,disgorgement of corporation also could be seemed as deduced form disgorgement in trust law.