FOREIGN TRADE UNIVERSITY

FACULTY OF LAW

**********

FINAL TERM ASSIGNMENT

PIERCING THE CORPERATE LAW:
A COMPARATIVE ANALYSIS OF LEGAL APPROACHES
IN INTERNATIONAL JURISDICTIONS AND THE
IMPLICATION FOR VIETNAMESE LAW

Student: Nguyễn Thị Khánh Ly

ID: 2112250609

Subject: Law on Enterprises

Class: PLUE401(HK1-2324)1.2

Lecturer: Dr Hà Công Anh Bảo

Hà Nội – 10/2023
TABLE OF CONTENTS
ABSTRACT...............................................................................................................................2
MAIN CONTENT.....................................................................................................................2
I. Chapter 1: Introduction....................................................................................................2
1. Background and Significance.......................................................................................2
2. Research Objectives......................................................................................................3
3. Methodology.................................................................................................................4
4. Scope and Limitations..................................................................................................5
II. Chapter 2: Conceptual Framework.................................................................................5
1. Corporate Veil and Limited Liability...........................................................................6
2. Piercing the Corporate Veil: Definition and Rationale.................................................6
3. Justifications for Piercing the Corporate Veil...............................................................6
4. Criticisms and Limitations of Piercing the Corporate Veil..........................................6
III. Chapter 3: Comparative Analysis of International Jurisdictions..................................7
1. United States.................................................................................................................7
2. United Kingdom...........................................................................................................7
3. Germany.......................................................................................................................8
4. Japan.............................................................................................................................8
5. Comparative Analysis and Synthesis of International Approaches..............................9
IV. Chapter 4: Implications for Vietnamese Law and Potential Reforms........................11
1. Examination of the Current Legal Framework in Vietnam........................................11
2. Potential Reforms for Vietnamese Corporate Law.....................................................11
3. Conclusion..................................................................................................................13
V. Chapter 5: Conclusion and Future Perspectives...........................................................13
1. Summary of Findings.................................................................................................13
2. Implications and Significance.....................................................................................14
3. Future Perspectives.....................................................................................................14
4. Conclusion..................................................................................................................15
REFERENCES:........................................................................................................................17
 ABSTRACT
This dissertation aims to provide a comprehensive comparative analysis of the
legal approaches to piercing the corporate veil in international jurisdictions. The
focus of the study is to examine the implications of these approaches for
Vietnamese law. Piercing the corporate veil is a legal doctrine that allows courts
to disregard the separate legal personality of a corporation and hold its
shareholders or directors personally liable for the corporation's obligations. The
concept has gained significant attention in recent years due to its potential
impact on corporate accountability and the protection of stakeholders' interests.
By exploring the legal approaches in various jurisdictions and their potential
implications for Vietnamese law, this dissertation seeks to contribute to the
understanding of how piercing the corporate veil can be effectively utilized in
Vietnam.

MAIN CONTENT
I. Chapter 1: Introduction
1. Background and Significance

The concept of piercing the corporate veil has been a subject of significant legal
interest and debate in both domestic and international jurisdictions. The
corporate veil refers to the legal principle that separates the legal personality of
a corporation from its shareholders or directors, thereby protecting them from
personal liability for the corporation's actions or debts. However, there are
instances where this separation can be abused, leading to unjust outcomes and a
disregard for the rights of creditors, employees, and other stakeholders.
The significance of this study lies in its exploration of the legal approaches to
piercing the corporate veil in international jurisdictions and their potential
implications for Vietnamese law. Vietnam, as a rapidly developing economy
and a member of the global business community, faces the challenge of

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balancing the need to promote entrepreneurship and economic growth while
ensuring adequate protection for stakeholders.
Understanding the legal frameworks and approaches adopted by other
jurisdictions is crucial for Vietnam's legal system to effectively address
instances of corporate abuse, fraud, or other wrongful conduct. By conducting a
comparative analysis, this study aims to identify best practices, assess their
applicability, and provide insights for potential reforms in Vietnamese corporate
law.
Moreover, the findings of this study are expected to contribute to the broader
academic and practical discussions on corporate governance, shareholder
liability, and the appropriate boundaries of the corporate form. By examining
different legal theories and justifications for piercing the corporate veil, this
research seeks to shed light on the conceptual underpinnings of this doctrine and
its implications for corporate accountability and transparency.
The outcomes of this study can have practical implications for policymakers,
legal practitioners, and scholars in Vietnam. The insights gained from
comparative analysis can help inform the development of more robust legal
mechanisms to prevent corporate abuse, protect stakeholders, and promote a fair
and efficient business environment.
In summary, this section establishes the background and significance of the
study by highlighting the relevance of piercing the corporate veil in the context
of international jurisdictions and its potential implications for Vietnamese law.
It emphasizes the need for a comparative analysis to draw insights and inform
potential reforms, contributing to the advancement of corporate law and
governance practices in Vietnam.
2. Research Objectives

The objectives of this study are twofold: Firstly, to conduct a comparative

analysis of the legal approaches to piercing the corporate veil in international
jurisdictions. By examining the legal frameworks, landmark cases, and
criticisms in countries such as the United States, the United Kingdom,
Germany, and Japan, this research aims to identify commonalities, divergences,
and best practices in piercing the corporate veil. This analysis will provide a
comprehensive understanding of the different approaches and their underlying
principles.
Secondly, this study aims to explore the implications of these international
approaches for Vietnamese law. By assessing the current legal framework in

3
Vietnam and identifying challenges and issues related to piercing the corporate
veil, the research will provide insights into the potential application of
international approaches in the Vietnamese context. The study will also offer
recommendations and potential reforms that can enhance corporate governance,
protect stakeholders, and facilitate a fair and transparent business environment
in Vietnam.
Overall, the objectives of this study are to contribute to the academic discourse
on corporate law, corporate governance, and shareholder liability, and to
provide practical insights for policymakers and legal practitioners in Vietnam.
By understanding and adapting international best practices, it is hoped that
Vietnamese law can effectively address the challenges posed by corporate
abuse, promote investor confidence, and support sustainable economic
development.
3. Methodology

The research methodology employed in this study will involve a combination of

qualitative research and comparative analysis. The following steps will be
undertaken to achieve the objectives of this research:

3.1 Extensive Literature Review: A comprehensive review of relevant academic

literature, legal texts, case law, and comparative studies will be conducted to
establish a solid theoretical foundation and gain insights into the legal
approaches to piercing the corporate veil in international jurisdictions. This
literature review will also provide a basis for identifying key concepts, legal
theories, and justifications related to piercing the corporate veil.
3.2 Comparative Analysis: The study will undertake a systematic comparative
analysis of legal approaches in selected international jurisdictions, including the
United States, the United Kingdom, Germany, and Japan. This analysis will
involve examining the legal frameworks, standards, landmark cases, and
criticisms related to piercing the corporate veil in these jurisdictions. By
identifying similarities, differences, and emerging trends, the study will provide
a comparative perspective on the application of piercing the corporate veil.
3.3 Examination of Vietnamese Law: The current legal framework in Vietnam
concerning corporate law, including the treatment of piercing the corporate veil,
will be analyzed. This analysis will involve a review of relevant legislation,
court decisions, and legal commentaries. The examination will aim to identify

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any gaps, challenges, or inconsistencies in the Vietnamese legal framework and
its potential implications for addressing corporate abuse.
3.4 Recommendations and Potential Reforms: Based on the comparative
analysis and examination of Vietnamese law, the study will propose
recommendations and potential reforms for Vietnamese corporate law. These
recommendations will be informed by international best practices and aim to
enhance corporate governance, promote transparency, and protect stakeholders'
interests in Vietnam.
4. Scope and Limitations

It is important to acknowledge the scope and limitations of this study. The

comparative analysis will focus primarily on the legal approaches to piercing
the corporate veil in the United States, the United Kingdom, Germany, and
Japan. Other jurisdictions or specific legal systems may not be included due to
resource constraints or the availability of relevant data.
Furthermore, the analysis of Vietnamese law will be based on the existing legal
framework up to the knowledge cutoff of September 2021. Any subsequent
changes or developments in Vietnamese corporate law may not be fully
reflected in this study.
While efforts will be made to provide a comprehensive analysis, it is important
to recognize that legal systems can be complex and subject to interpretation.
The conclusions drawn from the comparative analysis and recommendations for
Vietnamese law should be considered as guidance rather than definitive
solutions. The implementation of any reforms in Vietnamese law will require
careful consideration of local context, stakeholder input, and broader policy
considerations.
Despite these limitations, this study aims to provide valuable insights into
piercing the corporate veil in international jurisdictions and its implications for
Vietnamese law, contributing to the academic discourse and informing potential
reforms in Vietnamese corporate law.

II. Chapter 2: Conceptual Framework

This chapter establishes the foundational concepts and principles related to

piercing the corporate veil. It defines key terms, such as the corporate veil and
limited liability, and explores the rationale behind piercing the corporate veil.
Additionally, it examines the justifications for piercing the corporate veil,

5
including the alter ego doctrine, unity of interest doctrine, and agency theory.
The chapter also addresses criticisms and limitations associated with the
doctrine, such as the risk to limited liability and the need for clarity and
predictability in applying the doctrine. By providing this conceptual framework,
the chapter lays the groundwork for the subsequent analysis of legal approaches
in international jurisdictions and their implications for Vietnamese law.

1. Corporate Veil and Limited Liability

- The corporate veil: The legal concept that distinguishes the legal identity
of a corporation from its shareholders or directors.
- Limited liability: The principle that shields shareholders and directors
from personal liability for the debts and obligations of the corporation.

2. Piercing the Corporate Veil: Definition and Rationale

- Definition of piercing the corporate veil: The legal doctrine that allows
courts to disregard the separate legal personality of a corporation and
hold its shareholders or directors personally liable for the corporation's
obligations.
- Rationale for piercing the corporate veil: Exploring the reasons why
courts may employ this doctrine, such as preventing fraud, avoiding
misuse of the corporate form, and promoting fairness and justice in
certain circumstances.

3. Justifications for Piercing the Corporate Veil

- Alter ego doctrine: Discussion of the alter ego doctrine, which focuses on
cases where the corporation is deemed to be the alter ego or
instrumentality of its controlling shareholders, thereby justifying piercing
the corporate veil.
- Unity of interest doctrine: Examination of the unity of interest doctrine,
which considers situations where the corporation and its shareholders or
directors have such a unity of interest that they are essentially
indistinguishable, warranting piercing the corporate veil.
- Agency theory: Explanation of the agency theory, which posits that
piercing the corporate veil may be appropriate when the corporation is
acting as an agent of its shareholders or directors, and they should be held
accountable for its actions.

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4. Criticisms and Limitations of Piercing the Corporate Veil

- Risk to limited liability: Discussion of concerns that piercing the

corporate veil may undermine the principle of limited liability, potentially
exposing shareholders and directors to excessive personal liability.
- Uncertainty in corporate transactions: Examination of criticisms that
argue for clearer and more predictable criteria for piercing the corporate
veil to provide certainty in corporate transactions.
- Balancing fairness and abuse prevention: Analysis of the challenge in
striking a balance between protecting the interests of stakeholders and
preventing the abuse of the corporate form.

III. Chapter 3: Comparative Analysis of International Jurisdictions

1. United States

In the United States, piercing the corporate veil is a well-established legal

doctrine that allows courts to disregard the separate legal personality of a
corporation and hold its shareholders or directors personally liable. The legal
framework for piercing the corporate veil in the United States involves a two-
step analysis. Firstly, the court examines whether there is sufficient evidence to
establish that the corporation is a mere alter ego or instrumentality of its
shareholders. Factors considered include commingling of assets, inadequate
capitalization, and failure to follow corporate formalities. Secondly, if alter ego
status is established, the court assesses whether piercing the corporate veil is
necessary to prevent fraud or injustice.
Landmark cases such as the landmark case of Salomon v. Salomon & Co.
(1897) influenced the development of the doctrine in the United States,
emphasizing the importance of respecting the separate legal personality of
corporations. However, courts have recognized exceptions to the general rule,
such as the "instrumentality rule" and the "unity of interest" doctrine, allowing
shareholders to be held personally liable in situations involving fraudulent
conduct or evasion of legal obligations.
Critics argue that piercing the corporate veil in the United States can sometimes
lead to uncertainty and inconsistency in judicial decisions. The doctrine's
application is highly fact-specific, and some argue that the standards for
piercing the corporate veil should be more clearly defined to provide greater
predictability and guidance.

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2. United Kingdom

In the United Kingdom, piercing the corporate veil is a more limited doctrine
compared to the United States. The courts in the UK generally respect the
separate legal personality of corporations and are reluctant to pierce the
corporate veil. However, there are exceptions where the courts may disregard
the corporate entity, such as in cases involving fraud, improper conduct, or
evasion of legal obligations.
The leading case of Adams v. Cape Industries plc (1991) established the
principle that the courts will only pierce the corporate veil if there is a clear
intention to evade an existing legal obligation. The UK courts emphasize that
piercing the corporate veil is an exceptional remedy and should not be used to
undermine the principle of limited liability.
Critics argue that the UK's approach to piercing the corporate veil may not
provide sufficient protection for stakeholders. They contend that the current
framework may enable corporate abuse and unfair practices, as there are limited
circumstances where the veil can be pierced.
3. Germany

In Germany, the doctrine of piercing the corporate veil is known as

"durchgriffshaftung." The German legal framework allows for the piercing of
the corporate veil in certain circumstances to hold shareholders or directors
personally liable for the debts or obligations of the corporation. The primary
basis for piercing the corporate veil in Germany is the concept of
"Gesamtbildtheorie," which involves considering the overall picture or
economic reality of the situation.
German courts consider various factors when determining whether to pierce the
corporate veil, including the abuse of legal personality, the domination of the
parent company over its subsidiaries, and the disregard of legal requirements.
The courts aim to prevent fraudulent conduct and ensure fairness and justice.
Critics argue that the German approach to piercing the corporate veil may lack
clarity and consistency. The application of the doctrine is highly dependent on
the factual circumstances of each case, leading to potential unpredictability in
outcomes. Additionally, some argue that the current framework may not provide
sufficient protection for stakeholders in cases of corporate abuse.
4. Japan

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In Japan, the doctrine of piercing the corporate veil is referred to as "corporate
group liability." Japanese courts have developed a unique approach to holding
shareholders or parent companies liable for the obligations of a subsidiary. The
courts focus on the concept of "sham" or "abuse of rights" and examine whether
the subsidiary operates as a mere façade or instrumentality of the parent
company.
Japanese courts consider various factors when determining whether to pierce the
corporate veil, including the level of control exercised by the parent company,
the commingling of assets, and the extent of economic integration. The courts
aim to prevent fraudulent conduct and ensure fairness and justice.
Critics argue that the Japanese approach to piercing the corporate veil may lack
clarity and predictability. The courts' broad discretion in applying the doctrine
may result in inconsistent outcomes and potentially discourage investment and
entrepreneurship.
5. Comparative Analysis and Synthesis of International Approaches

The comparative analysis of the legal approaches to piercing the corporate veil
in the United States, the United Kingdom, Germany, and Japan reveals
similarities and differences in the application of the doctrine. While all
jurisdictions recognize the importance of preserving the separate legal
personality of a corporation, they also acknowledge exceptions where the
corporate veil can be pierced to prevent fraud, injustice, or evasion of legal
obligations.
The analysis highlights the significance of considering the specific factual
circumstances in each case and the need for flexibility in applying the doctrine.
However, there are differing levels of judicial discretion, clarity, and
predictability across the jurisdictions examined. The United States and Germany
adopt a more flexible approach, allowing for a broader range of circumstances
in which the veil canbe pierced, while the United Kingdom takes a more limited
view, emphasizing the exceptional nature of piercing the corporate veil. Japan's
approach falls somewhere in between, focusing on the concept of abuse of
rights and economic integration.
Based on the comparative analysis, several themes emerge as potential best
practices for piercing the corporate veil. These include the importance of
balancing the principles of separate legal personality and limited liability with
the need to prevent fraud, injustice, and abuse. Clarity in legal standards and
factors to be considered in piercing the corporate veil can provide greater

9
predictability and guidance to stakeholders. Additionally, ensuring fairness,
transparency, and consistency in judicial decisions is crucial for maintaining
investor confidence and a stable business environment.
The findings of this comparative analysis provide valuable insights for
Vietnamese law. They can inform potential reforms in Vietnamese corporate
law to strike the appropriate balance between protecting stakeholders' interests
and promoting economic growth. The examination of international approaches
can guide the development of clearer standards and factors to be considered in
piercing the corporate veil, providing greater certainty and predictability for
businesses and the judiciary in Vietnam.
Overall, the comparative analysis of international jurisdictions reveals diverse
perspectives and approaches to piercing the corporate veil. By drawing on the
strengths and weaknesses of each jurisdiction's legal framework, Vietnamese
law can benefit from global best practices and adapt them to its specific context.
The ultimate goal is to establish a robust legal framework that promotes
corporate accountability, protects stakeholders, and fosters a fair and transparent
business environment in Vietnam.

A comparative analysis is conducted to examine and compare the legal

approaches to piercing the corporate veil in different jurisdictions. The objective
is to identify the similarities, differences, strengths, and weaknesses of each
approach.

Factors Considered:

The analysis explores the factors considered by courts in each jurisdiction when
determining whether to pierce the corporate veil. These factors may include the
level of control exerted by shareholders, the commingling of assets, the use of
the corporate form to perpetrate fraud or evade legal obligations, the disregard
of corporate formalities, and the extent to which the company operates as a
separate legal entity.

Burden of Proof:

The burden of proof required to pierce the corporate veil is also examined.
Some jurisdictions may place a heavy burden on the party seeking to pierce the
veil, requiring clear and convincing evidence of wrongdoing or abuse of the
corporate form. In contrast, other jurisdictions may have a lower burden of
proof, allowing for a more flexible application of the doctrine.

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Level of Judicial Discretion:

The level of judicial discretion in applying the doctrine is another aspect that is
analyzed. Some jurisdictions provide clear and specific criteria that must be met
to pierce the corporate veil, leaving little room for judicial discretion. In
contrast, other jurisdictions grant judges more discretion to consider the specific
facts and circumstances of each case, allowing for a more flexible approach.

Legal Certainty vs. Flexibility:

The comparative analysis also explores the trade-off between legal certainty and
flexibility in piercing the corporate veil. Statutory approaches tend to provide
greater legal certainty by offering clear criteria and conditions for piercing,
while common law approaches often offer more flexibility by allowing courts to
consider a wide range of factors. The implications of this trade-off on legal
predictability and the ability to adapt to evolving business practices are
considered.

IV. Chapter 4: Implications for Vietnamese Law and Potential Reforms

1. Examination of the Current Legal Framework in Vietnam

To understand the implications of international approaches to piercing the

corporate veil for Vietnamese law, it is essential to examine the current legal
framework in Vietnam. Vietnamese corporate law recognizes the principle of
separate legal personality, providing limited liability protection to shareholders.
However, there are instances where the corporate veil can be pierced, such as in
cases involving fraud, abuse of legal personality, or evasion of legal obligations.
The examination of Vietnamese law reveals certain challenges and issues
related to piercing the corporate veil. These include the lack of clear legal
standards and factors for piercing the corporate veil, leading to potential
inconsistency in judicial decisions. The absence of specific provisions
addressing the liability of parent companies for the actions of their subsidiaries
also raises concerns regarding corporate group liability.
2. Potential Reforms for Vietnamese Corporate Law

Drawing upon the comparative analysis of international jurisdictions, several

potential reforms can be considered to enhance the effectiveness, clarity, and
fairness of Vietnamese corporate law concerning piercing the corporate veil.

11
2.1 Clear Legal Standards and Factors
One potential reform is the establishment of clear legal standards and factors for
piercing the corporate veil in Vietnamese law. This can provide greater
predictability and guidance to courts, litigants, and legal practitioners. The
standards and factors can be derived from international best practices, taking
into account the specific needs and circumstances of Vietnam. By providing
clear criteria for piercing the corporate veil, the reform can ensure that the
doctrine is applied consistently and fairly.

2.2 Recognition of Economic Substance

Vietnamese law can also benefit from recognizing the concept of economic
substance in piercing the corporate veil. This involves considering the
underlying economic reality of a transaction or relationship rather than solely
relying on formal legal structures. By looking beyond the mere legal form,
Vietnamese courts can better assess whether a corporation is being used as a
façade or instrumentality to perpetrate fraud or injustice. This reform would
align Vietnamese law with the approaches taken by jurisdictions such as
Germany and Japan.

2.3 Group Liability and Parent Company Responsibility

Another potential reform is the introduction of provisions addressing group
liability and the responsibility of parent companies for the actions of their
subsidiaries. This reform would acknowledge the economic integration and
control that parent companies may exercise over their subsidiaries. By holding
parent companies accountable for the actions of their subsidiaries, the reform
can deter abusive practices and protect stakeholders' interests. The reform can
draw inspiration from the approaches taken by Germany and Japan in
recognizing corporate group liability.

2.4 Strengthening Corporate Governance and Transparency

Reforming Vietnamese corporate law should also focus on strengthening
corporate governance mechanisms and promoting transparency. Effective
corporate governance practices, such as maintaining proper accounting records,
adhering to corporate formalities, and ensuring adequate capitalization, can help
prevent the need for piercing the corporate veil. By encouraging transparency
and accountability, these reforms can enhance investor confidence and reduce
the risks of corporate abuse.

12
2.5 Judicial Training and Guidance
To ensure the consistent and fair application of piercing the corporate veil, it is
crucial to provide judicial training and guidance. Training programs can educate
judges on the complexities and nuances of the doctrine, enabling them to make
informed decisions based on the specific circumstances of each case. Guidance
in the form of practice guidelines or judicial precedents can also contribute to
greater consistency and predictability in judicial outcomes.
3. Conclusion
This chapter has explored the implications of international approaches to
piercing the corporate veil for Vietnamese law and proposed potential reforms
to address the challenges and issues in the current legal framework. By
considering the experiences and best practices of international jurisdictions such
as the United States, the United Kingdom, Germany, and Japan, Vietnamese
law can adapt and refine its approach to piercing the corporate veil.
The suggested reforms aim to strike a balance between preserving the principles
of separate legal personality and limited liability while preventing fraudulent
conduct, promoting fairness, and protecting stakeholders' interests. Clear legal
standards, recognition of economic substance, group liability provisions,
strengthened corporate governance, and enhanced judicial training can
contribute to a robust and effective legal framework for piercing the corporate
veil in Vietnam.
These reforms have the potential to enhance corporate accountability, promote
transparency, and foster investor confidence in Vietnam's business environment.
By creating a legal framework that effectively addresses corporate abuse and
provides adequate protection for stakeholders, Vietnamese corporate law can
facilitate sustainable economic development and contribute to a fair and
transparent marketplace.

V. Chapter 5: Conclusion and Future Perspectives

1. Summary of Findings

This study has examined the doctrine of piercing the corporate veil in
international jurisdictions, focusing on the approaches taken by the United

13
States, the United Kingdom, Germany, and Japan. Through a comparative
analysis, several key findings have emerged.
Firstly, all jurisdictions recognize the importance of preserving the separate
legal personality of corporations and providing limited liability protection to
shareholders. However, they also acknowledge exceptions where the corporate
veil can be pierced to prevent fraud, injustice, or evasion of legal obligations.
Secondly, the application of the doctrine varies across jurisdictions. The United
States and Germany adopt a more flexible approach, allowing for a broader
range of circumstances in which the veil can be pierced. The United Kingdom
takes a more limited view, emphasizing the exceptional nature of piercing the
corporate veil. Japan falls somewhere in between, focusing on the concept of
abuse of rights and economic integration.
Thirdly, the comparative analysis has identified potential reforms for
Vietnamese corporate law. These include the establishment of clear legal
standards and factors, recognition of economic substance, group liability
provisions, strengthening of corporate governance, and enhanced judicial
training.
2. Implications and Significance

The findings of this study have significant implications for Vietnamese

corporate law and its development. By examining international approaches,
Vietnamese law can learn from global best practices and adapt them to its
specific context. The comparative analysis provides valuable insights into the
strengths and weaknesses of different legal frameworks, helping Vietnam strike
an appropriate balance between protecting stakeholders' interests and promoting
economic growth.
The implications of this study extend beyond legal theory. A robust and
effective legal framework for piercing the corporate veil can have practical
implications for businesses, investors, and the overall business environment in
Vietnam. Clarity, predictability, and fairness in the application of the doctrine
can enhance investor confidence, attract foreign investment, and foster a level
playing field for businesses.
Furthermore, the suggested reforms can contribute to the prevention of
corporate abuse and the promotion of good corporate governance practices. By
holding accountable those who engage in fraudulent conduct or misuse the
corporate form, these reforms can protect stakeholders, ensure transparency, and
promote responsible business behavior.

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3. Future Perspectives

While this study has provided valuable insights into piercing the corporate veil,
there are several avenues for further research and exploration.
Firstly, an examination of other international jurisdictions beyond the ones
covered in this study would provide a more comprehensive understanding of
different legal approaches. Jurisdictions such as France, Canada, and Australia,
among others, have their own unique perspectives on piercing the corporate
veil, and analyzing these jurisdictions would contribute to a broader
comparative analysis.
Secondly, empirical studies could be conducted to assess the practical
implications and outcomes of piercing the corporate veil in different
jurisdictions. Such studies would shed light on the effectiveness and efficiency
of the doctrine in achieving its intended goals, as well as the potential
unintended consequences or challenges in its application.
Lastly, continuous monitoring and evaluation of the legal reforms in
Vietnamese corporate law are essential. As the business landscape evolves, it is
crucial to assess the implementation and impact of the suggested reforms to
ensure their effectiveness and identify areas for further improvement. Regular
review and adaptation of the legal framework can help address emerging
challenges and promote a dynamic and responsive corporate legal system in
Vietnam.
4. Conclusion

This study has provided a comparative analysis of international approaches to

piercing the corporate veil, focusing on the United States, the United Kingdom,
Germany, and Japan. The findings highlight the importance of balancing the
principles of separate legal personality and limited liability with the need to
prevent fraud, injustice, and abuse.
The suggested reforms for Vietnamese corporate law, including clear legal
standards, recognition of economic substance, group liability provisions,
strengthened corporate governance, and enhanced judicial training, offer
potential pathways to address the challenges and issues in the current legal
framework.
By drawing on the strengths and weaknesses of different jurisdictions,
Vietnamese law can refine and adapt its approach to piercing the corporate veil,
promoting corporate accountability, transparency, and investor confidence. The

15
ultimate goal is to establish a robust and effective legal framework that protects
stakeholders, prevents corporate abuse, and fosters a fair and transparent
business environment in Vietnam.
As Vietnam continues to develop and integrate into the global economy, a
strong legal framework for piercing the corporate veil will contribute to
sustainable economic growth and create a favorable environment for businesses,
investors, and society as a whole.

16
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THREE REAL JUSTIFICATIONS FOR PIERCING THE CORPORATE
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