법인격, 그 인정과 부정

Corporate Veil - To Pierce or Not to Pierce - Analysis of the development of case law on the doctrine of piercing the corporate veil -

There are various organizations and entities in the society. In order to sort them out, law has created the legal person, a subject of legal rights and duties, as a legal form. However, legal persons are distinguished from other organizations by the boundary line drawn in different levels of organizations, thus it is inevitable that discrepancies arise between the legal form and reality. A good example would be the case of disregarding the corporate entity, commonly known as “piercing the corporate veil . (In Korea, the expression “denial (or misuse) of legal personality is generally used). This article will first examine the types of cases disregarding the corporate entity or piercing the corporate veil appeared in our case law, second, criticize the court practice in light of a comparative study on the doctrine, and lastly, propose the future direction for its application. The doctrine of piercing the corporate veil is a popular subject in our legal academic community. This is because it is important in the sense that it begs the fundamental question about the legal person. Courts have been elaborating on it more and more in detail. However, the Supreme Court of Korea seldom has lifted the corporate veil. Compared to the American court practice, our courts may appear overly reluctant to apply the doctrine. The doctrine of piercing the corporate veil is the juridical act of imposing personal liability on corporate officers, directors, and shareholders for debts of corporation, despite the general principle that they are immune from suits in contract or tort that otherwise would hold only the corporation liable. If this doctrine applies, the corporate protection of limited liability is lost and the officers, directors and shareholders of the corporation are treated substantially equivalent to the corporation. As such, a creditor of the corporation may directly claim against its officers, directors and/or shareholders, and a creditor of the officers, etc. against the corporation. legal personality is a very useful basic legal concept. The doctrine of piercing the corporate veil is an exception to that and its broad recognition may undermine the legal stability and forsake the foundation of the legal person system. However, where corporate officers, etc. exploit the system to commit a wrongful act or take a risk recklessly, they should be held liable for such an action. The corporate veil must not be used as an absolute immunity for the persons behind the wrongful act. The “veil , which is the shield of formalities that protect a corporation, should remain respected, but can be disregarded at will when the situation warrants looking beyond the “legal fiction of a corporate person to the reality of other persons or entities who would otherwise be protected by the corporate fiction.