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- 저자 : 박원희 ( Park Won Hei ) (검색결과 2 건)
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법인격부인론의 적용요건에 관한 비교법적 고찰 ― 미국ㆍ일본의 판례를 중심으로 ―
박원희 ( Park Won Hei ) 연세대학교 법학연구원 글로벌비즈니스와 법센터 2017 연세 글로벌 비즈니스 법학연구 Vol.9 No.1
These days, there are numerous cases in which corporations use the legal framework for corporate governance as a tool to avoid responsibility, while enjoying the benefits of limited liability that it provides. This is not only against the intent of the corporate legal system, but also cannot be overlooked in terms of justice and equity. One of the various methods to regulate such abuse of corporate laws is the principle of piercing the corporate veil. According to this principle, if acknowledging the corporate entity is against the ideology of justice and equity, the independent corporate entity is disregarded, and the corporation is considered in the same light as its shareholders or employees, thereby directly holding them responsible. Unlike other legal provisions, this principle is not acknowledged as an express provision in the positive law, but is a theory formed to solve actual problems on site. Thus, there is no choice but to depend on judicial precedents and theories for more specific details. In Korea, despite great interest and much research since this principle was first discussed in academic circles in the 1960s, it has not yet been standardized or codified, even after half a century. Moreover, there are very few judicial precedents by the courts in Korea to categorize the application of the legal prinicple of piercing the corporate veil. In particular, the biggest question concerns the requirements for application of this principle. To date, there is not a single established theory that is widely accepted on this issue, each case being resolved based on its individual merits and circumstances. Thus, this study summarizes the requirements for applying the principle, by reviewing the precedents of the Supreme Court related to piercing the corporate veil to date. Additionally, it elaborates on the requirements by examining such relevant precedents in the US, where the principle first arose, as well as in Japan, as a country with a similar legal system as Korea. The relevant precedents of the Supreme Court of Korea mostly divide “piercing the corporate veil” cases dichotomously into abuse of corporate entity status and reduction of the corporate entity into a skeleton. However, there is no clear distinction between these two types. Like precedents, theories that imitate the Japanese dichotomy cannot clearly explain the application requirements that are the key issue of the principle of piercing the corporate veil without damaging legal stability. Accordigly, it is necessary to consider various requirements according to the specific fact relevance with reference to a variety of theories and precedents in the US, and arrive at conclusions that have specific validity in each case. Therefore, rather than determining the application of this principle by merely distinguishing abuse of corporate entity status and reduction of the corporate entity into a skeleton, the requirements must be applied differently for each type of the principle. In other words, the requirements must be applied differently depending on the types of legal relations of the corporations, such as parent company-subsidiary relationship corporation, one-man company, or paper company , and also depending on the types of legal behavior, such as violation of law, evasion of duties by contract, or deceptive act of the creditor. Furthermore, each type may have relatively more or less important requirements, and thus the court must make comprehensive judgments considering these requirements.
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