Veil-Piercing's Procedure

56 Pages Posted: 3 Sep 2014 Last revised: 6 Sep 2014

See all articles by Sam Halabi

Sam Halabi

University of Missouri School of Law

Date Written: September 2, 2014

Abstract

With the lines between shareholders and corporations blurring over constitutional rights like free exercise of religion and political speech, questions as to how and under what circumstances the law respects or disregards the separation between shareholders and their corporations have never been more urgent. In the corporate law literature, these inquiries have overwhelmingly focused on the doctrine of piercing the corporate veil, a judicial mechanism normally applied to hold shareholders responsible for the obligations of corporations. The last twenty years of veil-piercing scholarship has been largely devoted to empirical analyses of veil-piercing cases collected from Lexis and Westlaw searches. Since 1991, scholars have been trying to mine cases for ever more variables that might predict when and under what circumstances judges disregard the separation between shareholders and their corporations. This Article argues that these scholars have focused on the substance of veil-piercing law to the detriment of another factor: civil procedure. This Article is the first to survey civil procedure and evidentiary rules that affect existing veil-piercing studies including pleading standards, threshold presumptions, burdens of proof, jury access and waiver. The Article ultimately argues that phenomena scholars now ascribe to the "incoherence" of veil-piercing law are explicable in the context of veil-piercing’s procedural fluidity.

Keywords: Piercing the Corporate Veil, Alter Ego, Corporate Disregard

JEL Classification: C10

Suggested Citation

Halabi, Sam, Veil-Piercing's Procedure (September 2, 2014). Rutgers Law Review, Vol. 67, No. 4, 2015. Available at SSRN: https://ssrn.com/abstract=2490647

Sam Halabi (Contact Author)

University of Missouri School of Law ( email )

332 Cornell Hall
Columbia, MO Columbia 65211
United States

Register to save articles to
your library

Register

Paper statistics

Downloads
212
Abstract Views
1,135
rank
141,349
PlumX Metrics