VEIL PIERCING by liaoqinmei

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									VEIL PIERCING I

          Prof David K. Linnan
                   LAWS #600
            September 4, 2007
                      2007 David K. Linnan
  CAPITALIZATION
STATUTES & MINIMUM CAP

Older pattern of corporation codes specifying
  minimum capitalization, gone in model statutes
  with either no, or only de minimis capital
  requirements

  But where do you still see cap requirements
  practically?
      Taxation
      Regulatory (sometimes)
      Veil-piercing issues
      Some states, maybe $500-$1,000
                                           2007 David K. Linnan
LIMITED LIABILITY
Concept of limited liability as what
 “veil-piercing” will do, but why did
 the legislature allow it?

    Allow passive investment
    Capital formation aid
    Longer lived entities (collective
        action beyond raising capital)
                                  2007 David K. Linnan
  VEIL-PIERCING I
Walkovsky v Carlton

Taxi cases (classic)

  Structuring?

  What are theories asserted to pierce? How to
  fit them to such facts?

  What are theories asserted to resist veil-
  piercing?


                                          2007 David K. Linnan
 VEIL-PIERCING II
DeWitt Truck Brokers v. Fleming Fruit

 What is theory of liability in doctrinal
 terms?

 Factors?

 Counter to factors?

                                   2007 David K. Linnan
 VEIL-PIERCING III
Baatz v Arrow Bar

 General statutory schemes issues &
   regulated industries reaching
 employees too?

Radaszewski v Telecom

 Problem of subsidiaries, and whether
 merely being in same corporate family
 enough (parcing control) vs parcing
 doctrinal    tests?

                                 2007 David K. Linnan
 VEIL-PIERCING IV
Fletcher v. Atex

Governing law?

Relations among (corporate) parties?

Theories of liability?

Conduct of business?

                                  2007 David K. Linnan

								
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