法人格否認論에 대한 考察

Abstract

The limited liability of corporate shareholders is basic concept which are developed most of countries in the world. Limited liability is probably one of the most attractive features of the corporation. The effect of limited liability is to protect the shareholder from a loss greater than that of what was invested, which means that shareholders of a corporation are not personally liable for debts incurred or torts committed by the firm. Strong arguments can be made, however, favoring the limited liability principle, where the costs of limited liability outweigh the equity principle. Therefore, the U. S. case law has developed so called piercing the corporate veil doctrine. This makes few areas of the law are as clouded by the use of metaphors in place of substantive legal analysis as is the area of piercing the corporate veil. In South Korea, the standard academic move treats veil piercing as a adoptable legal principle pushing courts to accept the principle in some cases where shareholders' limited liability seem excessive. Finally, to correct abuse of the corporate entity, there have been some cases dealing with the doctrine of corporate veil piercing by courts. Whereas the United States courts' equity principle, the Korean court relying on Civil Code Section 2, which bans any abusive exercise of legal right. This is because of as a civil law country the South Korean Commercial Code provides for the corporate entity as well as provides for limited liability for shareholders and the courts are not allowed to willingly exercise power to nullify the statue's shareholder's limited liability right. Therefore, the veil piercing doctrine should not be regarded as the commonly available legal principle rather than the last resort for the purpose of equity or abusive exercise of legal right in South Korea.