The Legal Basis Of Limited Shareholder Liability Regime And The Applicable Review

This article mainly studies the jurisprudence foundation of the limited liability of shareholders. The basic view is that the limited liability of shareholders is not based on the legal logic and it is established by law for the reason of economic rationalism. Limited liability of shareholders is not the offspring of juridical person system but a legal system based on the economic rationalism. After the discussion of the jurisprudence foundation of the limited liability of shareholders, the article makes a review of the application of the limited liability of shareholders.Chapter one discusses the conception of the limited liability of shareholders. The limited liability of shareholders is an independent system in corporation law, and it is different from the limited liability in civil law.Chapter two studies the relationship between the limited liability of shareholders and the juridical person system, pointing out that the limited liability of shareholders is not the inherent character of the juridical person system .The two systems have their respective development history.Chapter three analyses the jurisprudence foundation of the limited liability of shareholders, pointing out that the limited liability of shareholders is based on the economic rationalism and the value of efficiency. Section one discusses its economic value and negative effects. Section two pointing out that the limited of the limited liability is established on the value of efficiency, and it's the result of the economic rationalism. The validation of the limited liability of shareholders is the formation of law. The legislator recognized this system for the consideration of value of efficiency, which incarnates the contract theory and is the result of competition of corporation laws. Section three studies the legal design of the limited liability of shareholders. According to principle of justness, law prescribes the application conditions: the...