Corporate Personality Denied System

Corporate legal personality, the core of contemporary enterprise system, plays an important role in establishing a contemporary enterprise system of clear property rights and responsibilities and scientific management in our country, and ensuring the socialism market economy to develop healthily and orderly. Butler, the former president of Columbia University, once asserted in early 20th century that limited company was the greatest invention, even compared with the invention of steam engine and electricity. Independent from economic life, however, corporate personality is like a two-edge sword. On one hand, it promotes the increase of investment and accumulation of economy, on the other hand, it provides the chances for stock owners to abuse corporate personality and becomes an instrument for escaping the responsibility of right-intruding, all of which bring about the noticeable "corporate problems". For more than a century, western scholars have done an effective job on "corporate problems", and the disregard of corporate personality has been the most important result. The essay mainly discusses four aspects about the system-explanation of disregard of corporate personality, theoretical foundation under this system, foreign experiences for reference, and formulation of this system.Disregard of corporate personality is a case law principle initiated in judging corporate dispute cases by American court, also called by lifting the veil of the corporation. It refers to a legal measure intended to realize equity and justice objectives, which requires stockholders to take responsibilities for corporate creditors and public interests based on certain facts in certain law relations and hence prevents the abuse of corporate personality and protects the interests of creditors and the public. Disregard of corporate personality is based on acknowledgement of corporate personality, therefore disregard of corporate qualification is only an exceptional rule of corporate personality independence. Disregard of corporate personality is not perishment of corporate personality. Disregard of corporate personality admits the corporate qualification and the effective existence of corporate qualification of companies as a whole, and denies the rights and behavior capabilities of them only in certain law relations they involves in.Since the potential of a system depends on its theoretical foundation, it is of great significance to explore the theoretical foundation of a system for accurate succession and further development of it. The value of law system lies in the positive significance and utilities embodied in the relationship between people(subject) and law system. Justice is the chief value of the law system. Generally speaking, corporate personality independence-from the generation of limited liability system, rationally allocating the interests and burdens coming from social division and cooperation of work and promoting the growth of modern economy, gets general justice. In the operation of corporate system, however, the injustice phenomenon of abuse of corporate personality independence appears too. The system of disregard of corporate personality is just to correct the abuse of corporate personality and ensure the realization of individual justice. Law rules belong to normative judge, and have the character of universality. Except for commonness, however, individuality also exits in any social relations. The universality of laws adapts to the commonness of social relations, while the individuality may encounter difficulties and not conform to the laws in some degree, equity is just the way to correct the unconformity of objective. Disregard of corporate personality is based on the system of civil principal, and they have thecommon philosophy to integrated into civil principal.Corporate personality independence-the problem of limited liability system, was fully disclosed in economic life from late 1800s to 1910, which heavily threatened the market system of free competition in U.S.A and make the law system of market...