国际商法——揭开公司面纱(英文版).ppt

CONTENTS circumstances definition case 揭开公司面纱：An expression indicating that the legal fiction that a company is a separate legal entity will be set aside and the shareholders of the company will be held liable for its conduct as if they were partners in a partnership. Ⅰ Why shall we piercing the veil of the company? Sometimes the shareholder may abuse the right and status of the independent entity(the company) to pursue his own interest and this conduct have bad impact on the creditors. 一些公司股东滥用公司的独立人格和有限责任，以合法的“面纱”掩盖非法的目的，使之成为股东逃避公司债务的手段。 Ⅰ The Controlled Company(不当控制) The Alter Ego Company (财产混合) Undercapitalization (资本严重不足) Personal Assumption of Liability (人格混同) Ⅱ The Controlled Company不当控制/被控制的公司 The corporate status of a controlled company will be ignored if (1) its financing and management are so closely connected to its parent that it does not have any independent decision-making authority and(2)it is induced to enter into a transaction beneficial to the parent but detrimental(不利的) to it and to third parties. 资金和管理几乎完全依赖于母公司，无独立决策权 The Alter Ego Company 财产混合/非独立实体 The company veil will be pierced if the company is not treated by its shareholders as a separate juridical entity--that is ,it is treated as the alter ego of the shareholders.Examples of such conduct include the commingling（混合） of corporate and personal assets,the use of company assets by shareholders for their own personal benefit,and the failure to hold and record minutes of board of directors’ meetings. 公司不被视为一个具有独立的法律实体 Alter Ego:another self.An alter ego company is one that is not treated by its owners as a separate entity. 案例解释——财产混同 北京顺义建设开发公司与北京三界外文化艺术公司、林信成委托合同纠纷一案。法院认为三界外公司作为独立的企业法人,其财产应是单独运营核算。但三界外公司的相关项目资金未存银行,由大股东和总经理林信成保管,全部收 支以现金方式结算，完全符合公司与公司股东和总经理林信成财产混同的特征和条件。林信成应当对三界外公司此间产生的债务承担连带责任。 Undercapitalization 资本严重不足/资本低估 When a company has insufficient capital at the time it is formed to meet its prospective debts or potential liabilities,the courts will sometimes set aside the