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Corporate Counsel Corporate Veil

Allen Matkins

Due Process No Bar To Alter Ego Action

Allen Matkins on

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

Latham & Watkins LLP

Decentralized Autonomous Organizations: Piercing the Digital Veil

Latham & Watkins LLP on

A complaint filed in federal court will test the boundaries of protection from liability for individuals behind decentralized autonomous organizations. On May 2, 2022, a putative class action was filed in the US District...more

Husch Blackwell LLP

Delaware Court of Chancery Reaffirms LLC Member Protections

Husch Blackwell LLP on

Delaware has long been a preferred jurisdiction for business formation, partly because of its well-developed body of case law with respect to commercial disputes (which makes predicting the outcome of – and thus resolving –...more

Allen Matkins

California Court Addresses Outside Reverse Veil Piercing Of Chimeric LLC

Allen Matkins on

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

Conyers

Piercing the Corporate Veil, or ‘Alter Ego’ liability, in the Cayman Islands, Bermuda, and the British Virgin Islands

Conyers on

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

Dorsey & Whitney LLP

Reverse Veil Piercing

Dorsey & Whitney LLP on

Under Delaware law, the doctrine of “piercing the corporate veil” has traditionally been used only in circumstances where there has been serious misconduct, and in such cases the Delaware courts have only applied this...more

Snell & Wilmer

Delaware Court of Chancery Adopts Reverse Veil-Piercing

Snell & Wilmer on

In a case of first impression in Delaware, the Court of Chancery adopted the equitable doctrine of reverse veil-piercing1 in Manichaean Capital LLC v Exela Technologies Inc., a post-merger action to enforce an appraisal...more

Allen Matkins

Should Insider Reverse Veil Piercing Be Applied To Protect Constitutional Rights?

Allen Matkins on

Last Friday's post addressed Vice Chancellor Slights' novel ruling that outsider reverse veil piercing is an equitable remedy that is available in Delaware.  Manichaean Capital v. Excela Technologies, Inc., 2021 Del. Ch....more

Allen Matkins

Slights Sees No Dualism In Corporate Form

Allen Matkins on

Professor Stephen Bainbridge and several others have taken note of Vice Chancellor Slights' recent consideration of "reverse veil piercing" in Manichaean Capital v. Excela Technologies, Inc., 2021 Del. Ch. LEXIS 100 . ...more

Littler

United Nations Continues its Development of a Treaty Imposing Liability on Companies for Human Rights Abuses

Littler on

An ongoing debate exists regarding the nature and extent to which transnational companies should be held directly and legally liable for human rights impacts. Much of this debate has involved calls for additional regulation...more

Cohen Seglias Pallas Greenhall & Furman PC

First Department of New York Loosens the Standard for “Piercing the Corporate Veil”

One of the general and principal benefits of incorporating a business entity is limited liability; the owners of a corporation are not liable for the corporation’s actions or debts. There are, however, exceptions. One of the...more

Weintraub Tobin

Reverse Veil Piercing: A Judgment Against You Can Become A Judgment Against Your Company

Weintraub Tobin on

It happens all the time. A hard fought lawsuit results in a satisfying judgment. Then it comes time to collect and it turns out the judgment is worth no more than the paper it’s written on. For example, sometimes a party...more

Blake, Cassels & Graydon LLP

Corporate Veil Preserved: Court Dismisses Action Against Canadian Subsidiary in Chevron Case

On January 20, 2017, in Yaiguaje v. Chevron Corporation, the Ontario Superior Court of Justice (Commercial List) (Court) dismissed the plaintiffs’ action to execute against the shares and assets of Chevron Canada Limited...more

Proskauer Rose LLP

New York Expands Liability for Employee Claims for Unpaid Services Performed in New York to the Top 10 Shareholders of Privately...

Proskauer Rose LLP on

Under a New York law in effect for decades, the top 10 shareholders of a privately held New York corporation can be held liable in certain circumstances for amounts owed to the corporation's employees. On January 19, 2016,...more

Bracewell LLP

A $6 Million Reminder to Observe Corporate Formalities: Environmental Prosecutors Pierce Another Corporate Veil with Ohio Decision

Bracewell LLP on

With ever-growing concern about environmental liability exposures, many shareholders rely on corporate structures – both simple and complex – to help insulate themselves from direct responsibility for the acts and omissions...more

Polsinelli

Operation Delaware Shield: The Corporate Veil Is Alive and Well

Polsinelli on

In the recently concluded Cornell Glasgow, LLC v. Nichols, the Delaware Court of Chancery endorsed and upheld shielding individuals from personal liability through the "best practices" use of limited liability entities in...more

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