News & Analysis as of

Alter Ego Corporations Code

Allen Matkins

Federal Court Rules Alter Ego Liability Of Members Is Governed By State Of Formation

Allen Matkins on

In an opinion issued last week, U.S. District Court Edward M. Chen ruled that Ohio law applied to an alter ego claim against the members of an Ohio limited liability company.  Greenlight Sys., LLC v. Breckenfelder, 2021 U.S....more

Allen Matkins

A Most Curious Decision

Allen Matkins on

I find Judge Cynthia Bashant's recent ruling in Platypus Wear, Inc. v. Bad Boy Europe, Ltd., U.S. Dist. Case No. 16-cv-02751-BAS-BSM (Jan. 23, 2020), to be curious in in several respects. Judge Bashant ruling was on the...more

Patton Sullivan Brodehl LLP

“Reverse Veil Piercing” to Reach an LLC’s Assets

“Piercing the corporate veil” — also referred to as “alter ego” liability — is a familiar concept under California law. Ordinarily, a corporation or other entity (such as an LLC) is considered a legal entity separate and...more

Brownstein Hyatt Farber Schreck

Nevada Legislature Innovates Corporation and LLC Laws

The Nevada Legislature and Gov. Steve Sisolak have recently approved Assembly Bill No. 207 (AB 207), a bill passed under the leadership and guidance of Assembly Speaker Jason Frierson. AB 207 makes certain meaningful changes...more

Allen Matkins

Court Finds Nevada Corporate Law To Be No Bar To Alter Ego Claim

Allen Matkins on

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

Allen Matkins

A Corporation May Be A Corporation Sole But It Still Won't Have A Soul

Allen Matkins on

Professor Stephen Bainbridge recently wrote about the nearly fifty year-old case of Roman Catholic Archbishop v. Superior Court, 93 Cal. Rptr. 338 (1971) in which the court rejected the plaintiff's claim that the Archbishop...more

Allen Matkins

Alter Ego And The California LLC

Allen Matkins on

Yesterday's post concerned a recent federal district court decision applying the corporate alter ego doctrine to a Nevada limited liability company. Bustos v. Dennis, 2018 U.S. Dist. LEXIS 45764. An update to this post...more

Allen Matkins

Federal Court Allows Reverse Veil Piercing Of Unincorporated Association

Allen Matkins on

Last August, I published this post about the Fourth District Court of Appeal's decision allowing reverse veil piercing in the case of a Delaware limited liability company even though the court had refused to allow it in the...more

Allen Matkins

Court Declines To Impose Alter Ego Liability On LLC’s President

Allen Matkins on

In general, the debts, obligations, or other liabilities of a California limited liability company do not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting as a...more

Allen Matkins

Alter Ego and the Nevada LLC

Allen Matkins on

California’s version of the Revised Uniform Limited Liability Company Act expressly subjects members to potential alter ego liability...more

Allen Matkins

Nevada’s Secretary of State Concatenates Veil Piercing, Indemnification And Exculpation

Allen Matkins on

The Nevada Secretary of State’s website unabashedly proclaims “Nevada is the second most popular commercial filing jurisdiction in the country, due largely to our favorable business laws and low-tax environment.” The website...more

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