公司法人格否认规则的适用泛化及其限缩

    The Expansion and Restriction of the Rule of Disregard of Corporate Personality

    • 摘要: 公司法人格否认规则自确定以来,已借助审判实践中的经验不断改良。实证研究表明,其仍存有适用泛化和边界扩张的问题,即因果关系要件论证粗疏、损害结果标准宽泛和举证责任倒置规则配置偏颇等。溯其本源,或由关于有限责任制度的认知偏差、一般性资本流出规则在债权人利益保护上力有不逮以及法人格否认规则的证明责任悖论所致。公司法人格否认规则作为股东有限责任制度的例外情形,其适用泛化或对公司法的基石性制度产生破坏性冲击。对法人格否认规则进行改进与限缩势在必行,重塑其因果关系要件证明范式,明晰结果要件审查标准,矫正举证责任倒置规则并厘清其与一般资本流出规则的适用边界或为可行性路径。

       

      Abstract: Although the rule of disregard of corporate personality in Chinese company law has been continuously improved through the experience gained in trial practice, it still has the problems of over-expansion in application and boundary extension, which are mainly manifested as inadequate demonstration of causality, a broad standard for assessing damage results and the biased configuration of the rule of reversal of burden of proof. Tracing back to its origin, these problems may be caused by a cognitive deviation regarding the limited liability system, the inadequacy of the general capital outflow rules to protect the interests of creditors and the paradox of the burden of proof within the rule of disregard of corporate personality. As an exception to the limited liability of shareholders, the over-application of the rule of disregard of corporate personality may have a destructive impact on the cornerstone system of the company law. It is imperative to improve and restrict the rule of disregard of corporate personality in corporate law, reshape the proof paradigm of its causality requirement, clarify the examination standard of its consequence requirement, correct the rule of reversed burden of proof, and clarify the applicable boundary between it and the general capital outflow rules.

       

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