News & Analysis as of

Corporate Veil

Hidden in Orchestra Pits and Behind Corporate Veils

...Corporations and limited liability companies (which I will refer to collectively as a company) can be like a pit orchestra. Depending upon how they are set up, it may or may not be obvious who is behind them. What is...more

Parent company liability in England for human rights impacts abroad: Lungowe v Vedanta

by Hogan Lovells on

Conventionally, a "corporate veil" and the doctrine of "forum non-conveniens" have isolated UK businesses from human rights related claims arising out of the operations of their foreign subsidiaries. ...more

Federal Court Allows Reverse Veil Piercing Of Unincorporated Association

by 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

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

by 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

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

Cautionary tales from attempting to pierce the corporate veil – Two recent appellate decisions

by Dentons on

In September 2017, both the Court of Appeal for Ontario and the Federal Court of Appeal (FCA) released decisions that affirm established principles about the separate legal personalities of corporations: Yaiguaje v. Chevron...more

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

by 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

Veil-Piercing Under California Law – Heightened Risks for Fund Managers

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

Veil Piercing/Alter Ego Determinations – How Fund Managers Can Protect Themselves

A veil piercing claim can be a worst-case scenario for a private fund manager dealing with a struggling portfolio company investment – the company fails, and ensuing legal claims are brought not only against the portfolio...more

California Court Green Lights Reverse Veil Piercing Of Delaware LLC

by Allen Matkins on

Courts historically have applied the alter ego doctrine to “pierce the corporate veil” so that a shareholder may be held liable for the debts or conduct of the corporation. California has extended the possibility of alter...more

The Alter-Ego Of A Corporation: Piercing The Corporate Veil

by Fox Rothschild LLP on

A corporation is a legal entity separate and distinct from its shareholders. The corporate form generally shields shareholders from personal liability for the corporation’s debts. However, shareholders cannot incorporate...more

Piercing The Corporate Veil In Texas

by Fox Rothschild LLP on

Texas has long been one of the best locations to start a business, and a big reason for this is the liability protection afforded by the business-friendly Texas courts. Most business owners seek to limit their personal...more

How to Open the Door to Chancery

by Morris James LLP on

Sometimes more is not a good idea. That is the case when a complaint alleges multiple bases to invoke the jurisdiction of the Delaware Court of Chancery, but still fails to sustain that subject matter jurisdiction. The recent...more

Shareholder Liability For Corporate Income Tax?

by Farrell Fritz, P.C. on

Limited Liability - In general, the creditors of a corporation cannot recover the corporation’s debts from its shareholders—the shareholders enjoy the benefit of limited liability protection as a matter of state law....more

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

The Corporate Veil Matters

by Bennett Jones LLP on

In two related decisions, the Ontario Court has said, resoundingly, that it will respect the corporate veil, even for complicated corporate groups with numerous subsidiaries. Both decisions involve the enforcement of foreign...more

Can the Corporate Veil be Pierced Against a Former Shareholder?

A recent opinion issued by the United States District Court for the Northern District of Illinois reminds us that corporate veil-piercing liability is not exclusive to shareholders. Anyone who is in control of and misuses the...more

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

by 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

Be Fully Compliant, and Avoid Lawsuits!

by Foley & Lardner LLP on

Who could dislike the title of this post? It promises to solve all your compliance problems and keep your business out of litigation. Were it only that simple. Of course, it is not. But, when it comes to compliance,...more

A Fair Assessment of the Impact of the Yates Memorandum

by Michael Volkov on

Never argue with stupid people, they will drag you down to their level and then beat you with experience. – Mark Twain If only Mark Twain were alive today, he would have many opportunities to articulate his wisdom,...more

Taking Rights over Third Party Insurances

by Reed Smith on

Following the publication of our client alert dated 20th January 2016, we have been asked to consider a series of issues relating to insurance arrangements designed to maximise the benefit of cover for the interests of a...more

Construction Law Group News: General Contractor's false certifications bar it from any recovery from Owner

by Murtha Cullina on

In a case of first impression, a Massachusetts Superior Court judge recently ruled that a general contractor, G4S ("the General"), could not recover any of its over $14M claim against a public owner MTPC ("the Owner") because...more

Bauman Personal Jurisdiction In-House Counsel Checklist

by Reed Smith on

The revolution in personal jurisdiction touched off by Daimler AG v. Bauman, 134 S. Ct. 746 (2014) (“Bauman”), is in full swing. The favorable results obtained by numerous corporate defendants that have managed to “get out...more

New Saudi Companies Law – Accumulated Losses and Risk of Statutory Dissolution

by Latham & Watkins LLP on

For the past few decades, the obligations of companies with losses reaching 50% or more of their share capital has been a topic of high debate in the Kingdom of Saudi Arabia. That is due to the uncertainty surrounding the...more

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

by 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

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