Analysis Of "Lifting The Veil Of The Corporation"

Corporation system is the most important part of modern market economysystem. Taking limited liability as its core, corporation system greatly inspires thepotential investment enthusiasm in the society, and effectively promotes thedevelopment of economy, becoming the main pushing force of the social andeconomy progress.But the corporation system emphasis too much on the protection of the rights ofshareholders, lacking of enough restrictions to shareholders, which provides thepossibilities to the shareholders abuse of rights, interests selection, and evading legalresponsibilities. In the countries all over the world, the phenomena of abusing legalperson independent personality and shareholder limited responsibility, infringing uponthe corporate creditors’ interests and social public interests, have been existed for along time. These phenomena seriously have impacted the market economy as well asthe value idea of "good faith, fair and justice" advocated and maintained by modernrule of law, and have caused a great negative effects. Therefore, the United States firstcreated the theory of “lifting the veil of the corporation”, which permitted in certaincircumstances, to break shareholders’ limited liability, and order shareholders forliability for satisfaction of the Corporation’s debt, and made it as a kind of supplementand improvement of Corporation system. Other major developed countries alsoquickly accepted and developed the theory, and established the specific legalapplication system in light of their own national conditions. Since China introduced the corporation law system, to some extent, our countryalso has accepted the idea of “lifting the veil of the corporation”. But subject toeconomic and legal development level, our country has no more specific and clearrules. With the rapid development of economy and our country and speedinginternational advancement unceasingly, the related legal systems have been more andmore not applied to the requirements of the times. In2005, although in articletwentieth of the third paragraph and the article sixty fouth made clear rules, therevised corporation law, due to the lack of concreteness and operability, did not havetoo big value in the judicial practice. Today, the cases are still rare that creditorsthrough litigation piece company veil and safeguard legal rights successfully. The lawis still unable to conduct effective restriction and punishment for maliciousshareholders abuse of rights and damaging the interests of others.As a country with strict “rule by law”, our country can not rely on the judge’s"libertad" like western countries. Therefore, only to formulate concrete and stronglyoperational legal clauses, can we really perfect our system of “lifting the veil of thecorporation”. Through summarizing the general characteristics of shareholders abusebehavior, and the allocation of the burden of proof and so on, this paper attempts toanalyze the system of "lifting the veil of the corporation" from multiple perspectives,and to discuss the system building that is the most suitable for the situation of ourcountry. I Hope that the corporation system in our country can become more fair,more reasonable and and more perfect, to make our country’s market economy furtherdevelopment with integrity and kindness.