유한책임회사(LLC)에서의 법인격부인에 관한 고찰 － 미국 판례에 나타난 적용요건의 변화를 중심으로 －
Review on Theory of Disregarding Corporate Entity of Limited Liability Company (LLC)－ Focused on change of application conditions in American leading cases－
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This study makes a general survey on American leading cases on disregarding corporate entity of LLC. As a result, although there is an opinion that conditions for discharging corporate entity of LLC in America is not different from those for discharging corporate entity of general companies, there are not few opinions that because of characteristics of LLC organization, disregarding corporate entity of LLC is different from those of general companies. There are leading cases that did not admit disregarding corporate entity because they were not proved on normative conditions such as unfairness and injustice, and when the person concerned recognized that LLC and its members were independent legal subjects. Generally, LLC has more flexibility than corporations in terms of the governance structure and its members have limited liability. Therefore, when revised bill of commercial law is considered and the disregarding the corporate entity of LLC is discussed, these special factors must be considered and the traditional conditions on disregarding the corporate entity of LLC must be changed.
Abstract
This study makes a general survey on American leading cases on disregarding corporate entity of LLC. As a result, although there is an opinion that conditions for discharging corporate entity of LLC in America is not different from those for discharging corporate entity of general companies, there are not few opinions that because of characteristics of LLC organization, disregarding corporate entity of LLC is different from those of general companies. There are leading cases that did not admit disregarding corporate entity because they were not proved on normative conditions such as unfairness and injustice, and when the person concerned recognized that LLC and its members were independent legal subjects. Generally, LLC has more flexibility than corporations in terms of the governance structure and its members have limited liability. Therefore, when revised bill of commercial law is considered and the disregarding the corporate entity of LLC is discussed, these special factors must be considered and the traditional conditions on disregarding the corporate entity of LLC must be changed.
참고문헌 (33)
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