Perhaps I have not made the point clear enough. The doctrine of corporate personality is totally irrelevant to veil piercing or the single/joint emplyer doctrine. Veil piercing doers not mean the corporation is not a person. Neither does a finding of single/joint employter status Being a person does not shierld a corporation from liability. In fact, a corporation is not so shielded. The shareholders are, but this has nothing whatsoever to do with corporate personality. Limited liability existed before corporations won personality in this country, and it exists in countries where they do not have it. (All others,a s far as I know.) Am I being insufficiently clear? Your questions rest on a series of confusions.
Veil piercing requirements, which are tough to meet, vary by state. Some states list as many as eight or ten factors, most of which must be found to satisfy the inquiry. Factual evidence that the corporate formalities were disregarded and that funds were commingled are common to most state tests. The equity requirement is addition: you can disregard formatlities, etc, but it's not grounds for veil piercing unless it perpetuates fraud or injustice. "Fraud" is pretty well defined. "Injustice: is fuzzier. You won't get far trying to pierce the veil on grounds of injustice as a general rule. Why do we leave the decisions to the courts? Well, we could leave to to arbitrators and sometimes do. Or to administrative agencies, but that just generaly means to administrative law judges. Who would you leave the determination of liability to? I have no ide what you mean by saying that the criminal bar (of which I am part) would like as much for their clients. Actually I think we'd prefer precisely defined elements rather than vague standards with lots of equities thrown in. It's hard to imagine that operating in favor of criminal defendants. I don't know why you are surprised that the determination of liability depends in the facts. jks, esq. --- Kenneth Campbell <[EMAIL PROTECTED]> wrote: > Andy Nachos writes: > > >This is a highly fact intensive inquiry -- was > there > >some sort of fraud or injustice, what were the > >relationships between the two entities or the > >stockholder and the corporation, etc. > > Exactly. > > My point is made for me. Everything is inquisitive. > More than that, > everything is made up on the fly to satisfy equity. > > Why are we leaving this to the courts? To make what > should be very > simple law? You are a legal entity one day, and then > not. > > I am sure the criminal bar would like the same for > their clients. (To > extend the legal analogy.) In human law, there is > just a person. Period. > > Again, my question is almost based on a > philosophical point: Why can > judges allow/uncreate people at will? > > If you take the 1897 Salomon decison as strict rule, > then the rest is > easy. > > Ken. > > P.S. Justin wrote of Conrad Black: "Depends on the > facts." Well, no > shit. :) > _______________________________ Do you Yahoo!? Declare Yourself - Register online to vote today! http://vote.yahoo.com
