페이퍼컴퍼니와 법인제도의 남용

The general rule is that corporateness, will be recognized and not disregarded corporateness will not be recognized to produce unjust or undesirable consequences inconsistent with the purpose of the concept. Traditionally, the law has viewed each corporation as a separation as a separate legal entity, with separate rights and obligations. For legal purposes, a bright line of distinction was drawn between the corporation and its shareholders. This doctrine of the separate legal identity of the corporation had its roots in conceptual considerations. The consequences of this doctrine of corporate disregard are not borne by the corporation. Frequently, its underlying liability has already been established. In all cases, the doctrine's remedial power is directed against the shareholders, officers, directors, or other corporations that producted unjust consequences in the special legal situations. The following elements must be proved before the corporate entity will be disregarded:1. That there is such a comingling of property rights or interests as to render it apparent that the corporation and some other entity were intended to function as one:2. That to regard the corporation and the other entity as separate would aid the consummation of a fraud or wrong upon others. The doctrine of corporate disregard has been most often considered with respect to close corporations, parent-subsidiary corporations, and brother-sister corporations. In a parents-subsidiary relationship, the parent corporation is the controlling shareholder of the subsidiary corporation's stock. Brother-sister corporations are two corporations both of which are controlled by the same nucleus of shareholders. The applicability of the doctrine of disregard is not limited to those relationships. The doctrine can be applied in any situation where the corporate form has been abused. The paper company incorporation is the abuse of corporate entity.