Choice Of Law And Outside Reverse Veil Piercing

Last week, I took note of the Second District Court of Appeal's decision that allows for the possibility outside veil piercing, Blizzard Energy, Inc. v. Bernd Schaefers,  2021 Cal. App LEXIS 968.   Readers may recall that the case involved the...

California Court Addresses Outside Reverse Veil Piercing Of Chimeric LLC

Reverse veil piercing involves subjecting an entity to the liabilities of its owner.  See Inside and Outside Veil Piercing.   As Professor Bainbridge has noted, there are two types of reverse veil piercing:

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

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. Dist. LEXIS 120288.   He...

A Most Curious Decision

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 plaintiff's motion for...

What Does California's LLC Alter Ego Statute Have To Do With A Delaware Corporation?

Mr. Clapper is a California resident and the President, Chairman, and controlling shareholder of ScanX, a Delaware corporation with its principal place of business in California.  Mr. Carlson and Carlson Produce, LLC, an Illinois limited...

Federal Court Allows Reverse Veil Piercing Of Unincorporated Association

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 case of a corporation. ...

FTB Publishes Disinformation About Corporations

Recently, I happened across a summary of the "key features" of a corporation on the California Franchise Tax Board's website.  Recognizing that it is always a challenge to summarize accurately complex legal matters, I do beg to differ with some of...

A Corporate Law Takeaway From Judge Nelson's Ruling In Talcum Powder Case

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California Court Green Lights Reverse Veil Piercing Of Delaware LLC

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 ego liability to members...

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