Confused With Corporate Personality Theory And Case Studies

Confusion of corporate personality has been applied in judicial practice at home and abroad, especially in China. The author tries to analyze and study confusion of corporate personality through using the relevant legal doctrine and judicial precedent. This essay is divided into six parts. The introductory part mainly introduces the purpose and research methods of this paper. The second part gives a general overview of confusion of corporate personality, defines the meaning of confusion of corporate personality, and explains the origins of confusion of corporate personality. The third part mainly analyzes the theoretical origins of confusion of corporate personality through the legal doctrine of disregard of corporate personality by United States, Germany and Japan. The theoretical origin of confusion of corporate personality is agency doctrine and enterprise entity doctrine in United States, objective abuse doctrine in Germany and middle doctrine in Japan. The fourth part focuses on introducing the judicial practice of confusion of corporate personality in foreign countries through several cases, draws a conclusion that personality factors shall be considered in all aspects so as to identify confusion of corporate personality, and commingling of assents and overlap of business activities are core standards. The fifth part centers on 36 samples of judgment, mainly analyzes and studies the judicial practice of confusion of corporate personality domestically, and finds that, through case studies, data statistics and other research method, identification criteria of confusion of corporate personality are commingling of assents, overlap of business activities and commingling of persons, the proper defendant and subject of liabilities shall be shareholders and related subject (such as the related parties of sister company or parent company and its affiliates), and in certain circumstances, the actual controller shall be taken as the proper defendant and subject of liability. Meanwhile, the author also explores responsibility allocation for the burden of proof of confusion of corporate personality and the application of Article 20 of Company Law in the judgment. The last part is the epilogue, the author suggests that confusion of corporate personality should be applied in a prudent manner. It only shall be applied when it is difficult to distinguish shareholders from companies, sister companies or parent company from its subsidiaries in order to prevent the abuse of confusion of corporate personality in the judgments.