Study On The Principle Of "Piecing The Corporation's Veil"

In the legal person system of the modern company, as the coral concepts of the corporation law, the independent personality of the corporation and the limited liability of the shareholders establish the law barrier between the investors and the creditors of the company, and realize the interest equilibrium among the various groups. But, in the judicial practice, the shareholders often abuse the independent personality of the corporation and cause the interest unbalance between the shareholders and creditors. Hence, the behavior of the shareholders must be regulated by the opposite system, which is the principle of "piecing the corporation' s veil" In this paper, beyond the corporation law, the author attempts to discuss and analyze the system from the perspective of the "legal person theory" of the civil law and the tort law.The principle of "piecing the corporation' s veil" is traditionally discussed only from the perspective of the corporation law. But because this system can' t be explained in the legal person system, it only can be supported and understood under the general principle of the fair and justice, and is destined to be regarded as the exception and breakthrough of the legal person system. However, the question about the corporation must not be certainly resolved by the theory of the corporation law. As the legal person, the theory applied to expound the subject with personality in the civil law also shall be applied to expound the legal person of the company. The author thinks that in the course of "piecing the corporation' s veil", the liability assumed by the shareholders of the corporation shall actually be the tort liability in the tort law, and the relationship between the relevant parties shall be understood from the perspective of the tort. On the basis of such viewpoint, the legal person system and the principle of "piecing the corporation' s veil" can be jointly survived to constitute the harmonious and perfect law system, and the exception and breakthrough in the legal person system can not be applied to interpret the exist of the principle of "piecing the corporation' s veil"The paper can be divided into six chapters.Chapter one analyzes the interpretation in China for the principle of "piecing the corporation' s veil", and confirms what kind of expression is more sound. Chapter two mainly introduces the basic situation of the principle of "piecing the corporation' s veil", covering its concept, history and application. Chapter three discusses the foundation of the corporation system——the legal person theory, and on the basis of the viewpoint of my tutor, Professor Li Xi-he, expounds the basic issues about the legal person. According to the theory of the legal person in Chapter three, Chapter four analyzes the principle of "piecing the corporation' s veil" from the perspective of the jurisprudence, and discusses the defective of the current theory. Chapter five mainly analyzes some concepts related to the principle of "piecing the corporation' s veil", and discusses the sameness and distinction between these concepts and the principle of "piecing the corporation' s veil". Chapter six is the summary, and combined with the practice in China, discusses the concrete application of the principle of "piecing the corporation' s veil" in the social life in China. Finally, under the condition that China has established the principle of "piecing the corporation' s veil", one important question about the system in the field of procedure law is discussed——who assumes the proof of the evidence——beyond the substantial law.