摘要:公司法人格否认原则首创于美国,其后被英、德、日等国继受。在美国公司法中,公司法人格否认被称为“法人实体之否认”或“刺破公司面纱”,也有的学者认为,公司法人格否认原则是源于英国衡平法院于1668年Edmonds诉Bround&Tilland案确立的判例法原则。
1,公司法人格否认的理论基础
1, the theoretical basis of piercing the corporate veil
法人制度诞生以后,由于其所具有的巨大的经济价值和法律价值,在社会各个方面得到了最充分的应用。首先,对于法人企业来说,独立的人格不仅使之能独立地从企业整体效益出发开展经营活动,还使之有了更为清晰的价值评判标准。
After the birth of legal system, because it has great economic value and legal value, in all aspects of society has been most fully applied. First, for corporate enterprises, independent personality not only so that it can independently departure from the overall efficiency of business activities, but also to make it have a more clear value criteria - to maximize their profits, but also to make it operate condition manifested more intuitive, easy to supervise them. Secondly, for investors, on the one hand the independence of corporate enterprises is conducive to the stability of corporate balance sheets, so that business activities have sufficient property for security, help enterprises to maximize profits and maximize return on investment goals; another On the one hand, corporate enterprises independent personality also makes investors by the limited liability protection, loss of business failure is only part of its capital contribution, rather than unlimited liability would lead to the danger of ruin. It can be said of corporate personality principle of independence and the establishment of limited liability of shareholders is a major revolution in the enterprise system, a strong impetus to economic development, greatly stimulated the enthusiasm of investors to make the company expanded rapidly, to adapt to the large-scale socialized production and economic development needs. As the American scholar Butler puts it: "limited liability company is a contemporary Sheng great invention, which produces a sense even beyond the invention of the steam engine and electricity."
However, any system once it is absolute, it inevitably reflects the two sides. As investors dominance and the lack of appropriate legal system itself to achieve the balance of interests between investors and creditors mechanism will inevitably occur institutional investors in corporate abuse the privilege of limited liability of shareholders, creditors and even damage to the public interest. "This kind of double-edged sword for the absolute that it presents, on the one hand, it controlled at a reasonable shareholder liability within the scope of those who forge ahead to become the umbrella: on the one hand, when the abuse of limited liability company members, it fraud and extortion who became a talisman. "(footnote - Erh clarity:" Disregard of Corporate Personality and the utilization in China ", page 28)
Practice has proved that corporate personality system does not operate in full accordance with the wishes of the designer, in real economic life, since the concept of personal and institutional independence of the company, limited liability system absolute, so that corporate personality system in promoting economic development while there have been some irregularities purpose, misuse of company shareholders for the company independent personality and limited liability of shareholders as a talisman, this should lead to a balanced system of corporate personality interests of a party to the shareholders tilt system so that the system itself has a corporate social value can not be achieved. Specific performance:
First, shareholders dominance breed danger. The traditional
company law to protect corporate interes
本论文由英语论文网提供整理,提供论文代写,英语论文代写,代写论文,代写英语论文,代写留学生论文,代写英文论文,留学生论文代写相关核心关键词搜索。