Limited Liability and the Corporation

作者: Frank H. Easterbrook , Daniel R. Fischel

DOI: 10.2307/1599572

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摘要: Limited liability is a fundamental principle of corporate law. Yet has never been absolutely limited. Courts occasionally allow creditors to "pierce the veil," which means that shareholders must satisfy creditors' claims. "Piercing" seems happen freakishly. Like lightning, it rare, severe, and unprincipled. There consensus whole area limited liability, conversely piercing veil, among most confusing in law.' We argue contrary economic analysis-in particular theory firm economics insuranceexplains legal treatment liability. Both rules exceptions serve valuable functions.

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