A fundamental principle within the Swedish corporate law system is the legal autonomy of a corporation. This separation absolves shareholders of any inherent obligation for corporate liabilities. There are certain rules within the corporate law system that allows for this distinction to be disregarded. The "piercing the corporate veil" doctrine which emerged from case law, stands as a notable exception to the fundamental rule, existing outside the legislative purview. The legal status of this doctrine is controversial, characterized by disparate interpretations stemming from case law. While legislative support for the doctrine has been expressed, a deliberate choice to abstain from enacting corresponding legislation persists. In a precedent from 2014, the Supreme Court introduced a paradigm shift deviating from prevailing norms. In essence, the court asserted that deviations from the core principle of shareholders' immunity from corporate liabilities could be sanctioned based on more general legal principles. This precedent has spawned diverse interpretations, sparking discourse on the existence and meaning of the "piercing the corporate veil" doctrine. Certain doctrinal perspectives characterize the 2014 decision as a repudiation of prior doctrine, while others contend that its applicability has been narrowed. The requisites essential for determining the applicability of “piercing the corporate veil” are subject to dispute. Factors typically considered by the court include the lack of independence of the company in relation to its owners, inadequate capitalization, and instances of disloyal use of the corporate form. These criteria exhibit variations across legal precedents, contributing to doctrinal debates regarding their substantive support in legal sources. Moreover, the classification of the “piercing the corporate veil” doctrine has been a matter of diverse perspectives. While commonly viewed as an exemption rule within the corporate law system, this thesis proposes an alternative classification. Rather than imposing ambiguous requisites for “piercing the corporate veil”, this thesis advocates an approach wherein the principle of prohibition of abuse of rights serves as the basis for such action. The definition of abuse of rights presented in this work aligns with legislative intent and encompasses a broad spectrum of legal areas, including those that have been subjects of contention in prior legal precedents.
| Identifer | oai:union.ndltd.org:UPSALLA1/oai:DiVA.org:su-226887 |
| Date | January 2023 |
| Creators | Fredholm, Zara |
| Publisher | Stockholms universitet, Juridiska institutionen |
| Source Sets | DiVA Archive at Upsalla University |
| Language | Swedish |
| Detected Language | English |
| Type | Student thesis, info:eu-repo/semantics/bachelorThesis, text |
| Format | application/pdf |
| Rights | info:eu-repo/semantics/openAccess |
Page generated in 0.0022 seconds