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( A ) the U.S. corporate system defects

在2005年10月27日新修订的“公司法”中的第20条和第64条对公司人格否认制度做出了明确的规定和要求。这一法律规定完善了美国的公司法人制度，并且为规范公司股东的行为提供了法律依据，维护了资本主义市场的安定，对促进美国的经济发展起到了十分重大的意义。
October 2005 27 in the New revised " Company Law" Article 20 and Article 64 of the company personality denial system made clear. The law perfected the American corporate system , to regulate the behavior of shareholders of the company to provide a legal basis for safeguarding the socialist market economic order , promoting the economic development of the U.S. has an important significance.As our country's legal system companies started late , relative to the company's Western Research U.S. legislation is relatively backward, the company also has some flaws in the legislation . Disregard the company legislation, the following defects :

1 , the legal provisions are too simple, the lack of maneuverability .

公司人格否认制度历经了长约百年的发展,并且在各国学者的努力下不断得到创新和完善。因为美国是宪法国家，没有判例法，因此只能依照宪法来进行判断。但是宪法存在固有的一些缺陷，内涵不够深，列举不周延，难免会有遗漏，无法对具体的适用作出具体规定，而且该规则本身本身就难以形容，而存有先天的公司人格否认立法的缺陷。

Disregard of the company after a hundred years of development, the efforts of scholars from various countries has been continuously innovate and improve . Because the United States is a civil law countries , there is no tradition of case law , the provisions of the statute can only choose to reduce the company Disregard applicable standards of uncertainty. But enactments inherent defects connotation rigid , citing not comprehensive, it is inevitable that omission can not make specific provisions for the specific application, but the rule itself is difficult to describe , summarize, defining characteristics, but there are inherent disregard of corporate personality legislation defects.

As Professor Zhu Ciyun in " Denial : leap from the practice of law ," one paper wrote : "" Company Law " few tens of words , it will be on the development of an Anglo-American case law precedent system for decades to the way the statute introducing , say that it is a pioneering work , but the application of the rules is still no universally accepted standard ...... , but in practice , most judges do not fully understand the rules or can not accurately grasp , mostly on section shall apply to still watching, waiting for the Supreme Court issued a judicial interpretation there are also courts for various shareholder Skip of serious damage , which results in the interests of creditors for the benefit of creditors and relief gingerly attempt to try this rule . sentence , from the United States since the introduction of the Act in a manner enactments denial rules for its use of specific problems, whether in theory or practice are still in the stage of further exploration . " [ 10 ]

Therefore, the U.S. provisions on corporate personality denial system on too abstract and concrete operability is not strong . Judges rely on individual ability to apply.

2 , the scope is too narrow

In accordance with the provisions of the new "Company Law" , the company personality denial system applies only to " the abuse of the company's independent shareholders of the Company and its shareholders limited liability status , escape debt , serious damage to the interests of creditors of the company ," the situation . But there are many situations in real life situations mis