Law School Toolbox Podcast Episode 280: Listen and Learn -- Piercing the Corporate Veil
Bar Exam Toolbox Podcast Episode 120: Listen and Learn -- Piercing the Corporate Veil
Michael Jackson died in 2009. After his death, two plaintiffs filed complaints against two corporations of which Michael Jackson was the sole shareholder. The trial court sustained the plaintiffs' demurrer setting up...more
"Outside reverse veil piercing" allows a shareholder's creditor to reach corporate assets. In Postal Instant Press, Inc. v. Kaswa Corp., 162 Cal. App. 4th 1510 (2008), the Fourth District Court of Appeal rejected outside...more
Historically, the alter ego doctrine has been applied to hold a shareholder or shareholders liable for the claims made against the corporation. In general, two requirements must be met for the doctrine to be applied. First,...more
In a decision published on Wednesday, the California Court of Appeal held that a defendant's due process rights do not protect the sole shareholder of a corporation from an alter ego action. Lopez v. Escamilla, Cal. Ct....more
In an granting a motion to dismiss a counterclaim for veil-piercing, Chancellor McCormick recently reminded litigators that “veil piercing is a tough thing to plead and a tougher thing to get.” ...more
Reverse veil piercing involves subjecting an entity to the liabilities of its owner. As Professor Bainbridge has noted, there are two types of reverse veil piercing...more
Earlier this year, Houston Harbaugh wrote on the then-pending Pennsylvania Supreme Court case of Mortimer v. McCool, which presented the question of whether the Court would adopt the “enterprise” or “single entity” theory of...more
Creative attempts to ‘pierce the corporate veil’ sometimes come before the Courts of Bermuda, the British Virgin Islands, and the Cayman Islands. In some cases, an attempt is made to establish personal liability on the...more
Welcome back to the Law School Toolbox podcast! Today, we have another episode in our "Listen and Learn" series, where we review a substantive area of the law and apply that law to fact patterns. This time we're looking at...more
Welcome back to the Bar Exam Toolbox podcast! Today, we have another episode in our "Listen and Learn" series, where we review a substantive area of the law and apply that law to fact patterns. This time we're looking at...more
Personal Jurisdiction Based on Knowledge of Texas Port of Call and Lack of Objection Even Where Ship Operator Had No Other Texas Contacts or Control Over Destination Carmona v. LEO Ship Management, Inc., US Court of Appeals...more
A recent case in a North Dakota district court is a reminder to private equity funds and managers that, under certain conditions, they may be held responsible for actions of a fund’s portfolio companies. Courts allow...more
The sprawling saga of the M. Knoedler & Co. Gallery forgery scandal is approaching a full decade since the storied gallery closed abruptly in 2011 (fuller background further below). The last pending civil suit related to the...more
The gist of an alter ego claim is that that there is no separation between the corporation and its owners. As a result the distinct personality of the corporation may be disregarded and the shareholders held to account for...more
Question: Can a 50% shareholder pierce her own corporation’s veil to impose liability upon the only other shareholder for an unsatisfied judgment in her favor against their corporation? Answer: Yes. The Tennessee Court...more
We recently posted about the risks associated with veil-piercing claims and the ways in which fund managers can protect themselves from exposure to these claims. Our first post on veil-piercing focused on Delaware standards,...more
UCLA Professor Stephen Bainbridge has published several posts commenting on my post discussing Curci Invs. v. Baldwin, 2017 Cal. App. LEXIS 698. The issue in Curci was whether reverse veil piercing of a limited liability...more
During the past several years, practitioners have devoted significant attention to the fate of the Oklahoma Legislature’s efforts at, and the Oklahoma Supreme Court’s response to, legislative tort reform. However, few noticed...more
Yesterday’s post briefly discussed the internal affairs doctrine and alter ego claims. Professor Stephen Bainbridge responded with this post which discusses the approaches of courts in New York and Delaware. Professor...more