【導讀】據(jù)我所知，除文中已經(jīng)注明引用的內(nèi)容外，本論文（設計）不包含其他。個人已經(jīng)發(fā)表或撰寫過的研究成果。和集體，均已在文中作了明確說明并表示謝意。電子版和紙質(zhì)版。有權(quán)將論文（設計）用于非贏利目的的少量復制并允。許論文（設計）進入學校圖書館被查閱。類論文正文字數(shù)不少于萬字。家技術(shù)標準規(guī)范。濟發(fā)展有重大意義。但它也會被股東濫用公司獨立人格利用獨立人格做一些不當行。為，比如逃避債權(quán)，侵犯他人權(quán)益。債權(quán)人及社會公共利益往往因此受到很大損害，得不到有力的保障與補償。故有必要在一些情況下對公司“揭開公司的面紗”，無視。公司法人格，追究其背后股東的責任。了現(xiàn)代公司制度這座大廈的基石。因為在實踐中不同案件情形不同，公司法人格否認的適用情形頗為復雜。前總結(jié)出了幾種可以適用法人格否認的經(jīng)典情形，其中就有人格混同。否認的情形中，人格混同情形是適用最多的，極具研究價值。的法人格否認案件，維護當事人合法權(quán)益，保證社會公平正義。

　　

【正文】 ts plant in South Williamson, Kentucky. Appellee Black is the director, president, and sole employee of FAI, which is styled as a closely held family corporation, anized in August 1977 under the laws of Virginia. 19 Acting through FAI, Black presented himself to serve as a broker between buyers and sellers of coal. On 24 May 1978 Black visited Labadie39。s coal preparation plant to inspect the facility and to inquire about purchasing coal. Agreements were struck between Black and Labadie, calling for purchases from Labadie and the use of Labadie39。s facilities for shipping coal which FAI was to purchase from other sources. Labadie delivered coal under the contracts until late 1978, when it terminated its relationship with Black (or FAI) because FAI was behind in its payments on account. Suit was brought in United States District Court for the District of Columbia, seeking $109, allegedly owed for shipments made. The Court: The mon purpose of statutes providing limited shareholder liability is to offer a valuable incentive to business investment. Although the greatest judicial deference normally is accorded to the separate corporate entity, this entity is still a fiction. Thus, when particular circumstances merit ., when the incentive value of limited liability is outweighed by the peting value of basic fairness to parties dealing with the corporation courts may look past a corporation39。s formal existence to hold shareholders or other controlling individuals liable for corporate obligations. Several factors. On our examination of the record as it stands, we emphasize the following considerations which the district court should include in its examination on remand. In evaluating the factors outlined below, it is helpful to group them under a twoprong test: (1) is there such unity of interest and ownership that the separate personalities of the corporation and the individual no longer exist?。 and (2) if the acts are treated as those of the corporation alone, will an inequitable result follow? Relevant to the first question is the issue of the 20 degree to which formalities have been followed to maintain a separate corporate identity. The second question looks to the basic issue of fairness under the facts. Individuals who wish to enjoy limited personal liability for business activities under a corporate umbrella should be expected to adhere to the relatively simple formalities of creating and maintaining a corporate entity. In a sense, faithfulness to these formalities is the price paid for the corporate fiction, a relatively small price to pay for limited liability. Furthermore, the formalities are themselves an excellent litmus of the extent to which the individuals involved actually view the corporation as a separate being. In that respect, the following factors, identified in other cases, may be appropriate to the question of whether the corporation and the individual have maintained separate personalities. It is clearly not necessary that all of these factors be present in a given case to justify piercing the veil. The failure of defendant to produce any corporate records, such as minutes, bylaws, articles of incorporation, lists of directors, and so on, creates a strong inference that these records do not exist. That they may have existed at one time is of no consequence. We are concerned here with how defendant has in fact treated the corporation. Failure to maintain the corporate formalities necessary for issuance or subscription to stock, such as formal approval of the stock issue by an independent board of directors. Diversion of the corporation39。s funds or assets to noncorporate uses such as the personal uses of the corporation39。s of the same office or business location by the corporation and its individual shareholders. We have closely examined the entire record in this matter and genuinely sympathize with the district court39。s valiant efforts to control the trial phase of this case. Under the circumstances, however, the court39。s desires to order the trial and to keep it within reasonable time limits, as well as its attempts 21 to pensate for defendant39。s disanization by admitting evidence produced only at the last minute, worked prejudice to plaintiff39。s attempts to justify its action against Black individually. Under the circumstances, the chances that the court39。s dismissal might work substantial injustice may not be ignored. For this reason, and for reasons outlined above, the order of the district court dismissing the case against defendant Black is vacated, and the case is remanded to the trial court with instructions that the record be reopened and further discovery be permitted, if requested. The plaintiff should be allowed the fullest discovery into defendant Black39。s private financial records, as well as FAI39。s corporate records, to determine facts bearing on whether FAI39。s corporate existence should be ignored in this case. The district court may make such determinations upon the expanded record as are appropriate on the facts and under the guidelines provided herein.