中･日･韩法人人格否认判例研究

The company’s organizational system is to isolate shareholders and companies from property and organization, thereby realizing the limited liability of shareholders, isolating the investments risks, and promoting venture capital. However, the abuse of the company’s limited liability harms the interests of creditors and violates the purpose of establishing a corporate system, which is contrary to the principle of fairness and justice. One of the ways to suppress this behavior is the theory of corporate personality denial. The theory of corporate personality denial breaks the property separation between the shareholders and companies originally designed and investigates the responsibility of shareholders and companies that abuse limited liability, thereby achieving the purpose of protecting the interests of corporate creditors or related rights holders. This paper analyzes the cases of corporate personality denial in china, Japan and Korean. In general, the case analysis can be used to classify the legal personality denial of the following characteristics: First, the legal personality denial is based on the company’s independent personality. Second, it is nature is uncertain and ambiguous. Therefore, it is necessary to apply the theory to specific cases and analyze specific problems. Third, it is an ex-post relief system. Specific to countries, China is different from Japan and South Korea. There are written provisions for Article 20 of the Company Law, and there are also referee guidelines such as the “Opinions on the Judgment of Corporate Personality Denial Cases” similar to the Shanghai High Court. It can be seen from the three precedents introduced above that the judicial denial of legal personality has been widely applied in practice in Chinese judicial judgment. It can be seen from the No. 15 Case of the Supreme Court Guidance that although there are written legislation and refereeing guidelines, there are still such problems in the actual application of the judges. This paper introduces the Japanese court’s claim by describing the cases in which Japanese courts deny the legal personality of the legal person, the abuse of corporate personality, and the parent company’s control over the subsidiary. Japanese cases is simple, it is very representative. It is very suitable as a guiding case. Reference to the above case is convenient for the judge to deny the legal personality in the actual trial. There is no specific written provision for the legal personality denial system in Korean law. Korean legal system through the accumulated jurisprudence, the legal personality denial theory has specifically responded to the judiciary. China’s current judicial environment, the quality of judges, and external supervision are still not satisfactory. Therefore, it is not appropriate to give judges too much power in legislation. According to the current situation of court trials in China, the various elements of the legal personality denial system should be clearly defined in the referee’s guideline, just like the Shanghai High Court, and the judges will apply the specific provisions to the actual referee.