- 學位論文
論關係企業債權人之保護
A Research on the Protection of Creditors in Affiliated Enterprises
摘要
本文研究核心在於關係企業之債權人的保護，以及分析外國及國內的立法及文獻。為了避免控制公司濫用其控制力，我國公司法設有專章以規範關係企業。公司法第369條之4在關係企業專章中為核心規範，其立法目的是規範控制公司直接或間接使從屬公司為不合營業常規或其他不利益之經營，而未為適當補償，致從屬公司受有損害者，應負賠償責任。 而在股東有限責任下，公司股東毋庸對公司的債務或義務負擔個人責任，股東對於公司之責任，以繳清其股份之金額為限。為了避免股東濫用有限責任，及保護關係企業的債權人，美國法發展出法人格否認之理論及揭穿公司面紗原則，本文嘗試介紹揭穿公司面紗原則之理論、考量因素分類以及現況發展。 然而，在2013年我國公司法第154條將揭穿公司面紗原則明文化以前，我國大部分法院判決未採納揭穿公司面紗原則。本文期許能提出修法建議，爾後也將持續觀察此原則如何操作。並且未來司法實務的發展也值得關注。
並列摘要
This thesis mainly studies on the protection of creditors of affiliated enterprises. We not only compare the domestic legislation and papers with the foreign ones, but also analyze them. To prevent the controlling companies from abusing their controlling power, there is a chapter of affiliated enterprises in Taiwan’s Company Act. The nucleus provision of the chapter of affiliated enterprises is Article 369-4, and the main legislative purpose is to avoid the subsidiary company from damage. In case a controlling company has caused its subsidiary company to conduct any business which is contrary to normal business practice or not profitable, but fails to pay an appropriate compensation, and thus causing the subsidiary company to suffer damages, the controlling company shall be liable for such damages. Shareholders of a limited liability company typically have no personal liability for debts and obligations of the company. The liability of the shareholders to the company shall be limited to payment in full of the shares they have subscribed. In order to prevent the shareholders from abusing their rights, and to protect the creditors of the affiliated enterprises, there had developed the theory of “disregard of the corporate entity” and the doctrine of “piercing the corporate veil”. This study will try to introduce not only the legal theories and classified factors of the doctrine of “piercing the corporate veil”, but it’s present situation and development. However, before the doctrine of “piercing the corporate veil” was being enacted in Article 154 of Taiwan’s Company Law in 2013, most of the judgments didn’t adopt the doctrine in Taiwan. This study expects to provide some legislative suggestions, and we have to follow up to observe how the doctrine works. Also, the development of judicial practical is worth to observe in the future.