Piercing the Veil

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Piercing the Veil of a Texas Limited Liability Company: How Limited is Member Liability?

Piercing the Veil of a Texas Limited Liability Company: How Limited is Member Liability?

Piercing the Veil of a Texas Limited Liability Company How Limited is Member Liability? SMU Law Review Volume 61 | Issue 4 Article 9 2008 Piercing the Veil of a Texas Limited Liability Company How Lim[.]

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Piercing the Veil of a Michigan Limited Liability Company

Piercing the Veil of a Michigan Limited Liability Company

It should be expected that Michigan courts will allow contract and tort creditors to pierce the veil of a Michigan LLC. However, this should occur in only the rarest of instances. Michigan courts should apply to LLCs the same strict standards of piercing that have been traditionally applied to cor- porations. The general rule is, and should continue to be, that the members of a Michigan LLC are not personally liable for the acts, debts, and obligations of the LLC. There may, however, be very limited instances, as there have been with corpora- tions, where the protective veil of an LLC may be pierced. Piercing should be the rare exception, not the general rule. The veil of a Michigan LLC should be pierced in only the rarest of instances when first, the LLC is a mere instrumentality of its members, and second, there is some compelling abuse, fraud, illegality, or injustice. Michigan courts can continue to look at the undercap- italization of an LLC, but the courts should note that capitalization is a relative term and businesses (LLCs and corporations alike) should not be required to maintain capital sufficient to cover the claims of every possible contract or tort creditor. Undercapitalization, by itself, should not be enough to pierce the protective veil of an LLC. However, if evidence exists that the members of an LLC intentionally undercapi- talized the LLC or stripped the LLC of its capital in order to perpetuate some abuse, fraud, or illegality, a Michigan court may appropriately take this into consideration in piercing the LLC veil. In addition, although Michigan courts may consider an LLC’s fail- ure to adhere to organizational formalities, the courts should not place too much emphasis on this consideration. LLCs are intended to be very simple and flexible and not be burdened with formality. The lack of organizational formality should not, in and of itself, be viewed negatively.
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Piercing the Veil of Business Incorporation: An Overview of what Warrants It

Piercing the Veil of Business Incorporation: An Overview of what Warrants It

From the age long decision of House of Lords in the case in Salomon v. Salomon & Co Ltd (1897) AC 22 (HL), it became established that a corporation is a different entity from the owners, shareholders or directors. A corporation has a life of its own and characteristics of perpetual succession in the event of the death or retirements of the owners or the directors that were appointed through the memorandum and articles of association. Upon the incorporation of a company, it acquires capacity of artificial person as such it can own property, become a party to a contract, act in a tortuous manner and become tortuously liable, commit a crime, can sue and be sued, has a nationality and therefore becomes domicile in nature and even has rights that could be attributed to a natural person though artificial in character. A company acquires the characteristics of a distinct legal person upon incorporation. If the company commits a civil or corporate crime such a company could be sued in its corporate name, if a judgment is obtained against such a corporation, it is only natural that the company complies with the decision of the court but where it fails, the veil covering the incorporation will be lifted to see those natural persons being the company and probably compel them to comply with the judgment of the court or be made to face the direct penalty of the law through committal to prison. A corporate veil could be lifted whenever the court wants to find out who is behind the fraudulent and improper conduct of a company. Apart from the forgoing, this article intends to examine in detailed manner the legal concept of piecing or lifting the veil of incorporation and what warrants it.
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Piercing the Veil of Bank Secrecy - Assessing the United States’ Settlement in the UBS Case

Piercing the Veil of Bank Secrecy - Assessing the United States’ Settlement in the UBS Case

States first attempted to obtain the taxpayer names from the Swiss govern- ment through the treaty in 2008 but was unsuccessful. 1 7 1 The United States anticipated t[r]

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Piercing the Veil of Public Policy in the Recognition and Enforcement of Foreign Related Awards in China

Piercing the Veil of Public Policy in the Recognition and Enforcement of Foreign Related Awards in China

As the development of China’s economy, more foreign companies trade with Chinese companies and they tend to choose arbitration as the way to resolve the disputes because of the peculiarities of arbitration. But the final award issued by arbitral tribunal is only a starting point of the post-award stage, where recognition and en- forcement need to be approved for remedies otherwise the award may be viewed as a piece of meaningless paper. Among all the refusal grounds, breach of public policy is frequently invoked by courts. Due to the increasing trades with China, foreign companies are more concerned with the possibilities of recognition and enforcement notwithstanding the ambiguousness of the boundary of public policy. Although many Chinese scholars have conducted much research on public policy, they are mostly theory-oriented. The novelty and purpose of this pa- per is to pierce the blurred veil of public policy from an empirical perspective along with illustration and com- parative interpretation of public policy.
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Veil-piercing unbound

Veil-piercing unbound

compelling as to shareholders of close corporations than as to those of publicly held companies.”). Certainly, the distinction enjoys considerable empirical support, as every veil- piercing study has found that plaintiffs prevail exclusively against close corporations. E.g., Oh, supra note 3, at 110 tbl.3 (finding a 0.00% veil-piercing rate in four cases involving a public corporation); Thompson, supra note 17, at 1055 tbl.7 (finding a 0.00% veil-piercing rate in nine cases involving a public corporation); Robert B. Thompson, Piercing the Veil Within Corporate Groups: Corporate Shareholders as Mere Investors, 13 C ONN . J. I NT ’ L L. 379, 384 (1999) (updating his 1991 study with an additional ten years of cases, and still finding that “[p]iercing the veil is a doctrine directed exclusively at close corporations and corporate groups”). This finding, however, serves less to vindicate limited liability’s rationales, and more to reflect the reality that public corporations tend to feature disperse shareholding that in turn precludes a sufficient level of control or domination to justify veil- piercing. See, e.g., G EVURTZ , supra note 4, § 1.5.3, at 78 (“[R]equiring control screens out piercing against the shareholders of a publicly traded corporation . . . . This provides a doctrinal underpinning to explain the fact that there never has been a case in which the court pierced to hold shareholders in a public corporation liable for the company’s debts.”).
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Piercing the Doctrine of Corporate Hospital Liability

Piercing the Doctrine of Corporate Hospital Liability

able for the negligent performance of one of its independent con- tractor physicians is confusing and insensitive to the realities of hospital structure. At least one [r]

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TATTOO & BODY PIERCING INSURANCE APPLICATION

TATTOO & BODY PIERCING INSURANCE APPLICATION

I, the owner of the above indicated business, hereby warrant and confirm each tattoo artist and/or piercer listed on page 5 for coverage, while operating under my business, will follow the guidelines and procedures that I indicate I follow on the insurance application, including use of proper sterilization on all equipment, no reuse of needles, registration of clients and providing each client instructions on how to care for their tattoo and/or piercing. I understand this by signing on page 6.

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Peering Under the Inflationary Veil: Synopsis

Peering Under the Inflationary Veil: Synopsis

Michael Alexander also provided striking concrete examples of the unevenness of distortions in financial reporting by showing inflation-adjusted and historical cost financial statements [r]

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The Veil as a Site of Struggle: The "Hejab" in Quebec

The Veil as a Site of Struggle: The "Hejab" in Quebec

The Veil as a Site of Struggle The Hejab in Quebec by S b h Khan Afin & comprendre la sign$cation du hejab m tant quedroit humain, il cst imporcant &placer cc h i e r h n s & contmte &S firces socia&s[.]

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Self piercing riveting   a review

Self piercing riveting a review

Abstract Self-piercing riveting (SPR) is a cold mechanical joining process used to join two or more sheets of materials by driving a rivet piercing through the top sheet or the top and middle sheets and subsequently lock into the bottom sheet under the guidance of a suitable die. SPR is currently the main joining method for aluminium and mixed-material lightweight automotive structures. SPR was originated half century ago, but it only had significant progress in the last 25 years due to the requirement of joining lightweight materials, such as alu- minium alloy structures, aluminium-steel structures and other mixed-material structures, from the automotive industry. Compared with other conventional joining methods, SPR has many advantages including no pre-drilled holes required, no fume, no spark and low noise, no surface treatment re- quired, ability to join multi-layer materials and mixed mate- rials and ability to produce joints with high static and fatigue strengths. In this paper, research investigations that have been conducted on self-piercing riveting will be extensively reviewed. The current state and development of SPR process is reviewed and the influence of the key process parameters on joint quality is discussed. The mechanical properties of SPR joints, the corrosion behaviour of SPR joints, the distortion of SPR joints and the simulation of SPR process and joint per- formance are reviewed. Developing reliable simulation methods for SPR process and joint performance to reduce the need of physical testing has been identified as one of the main challenges.
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Self piercing riveting   a review

Self piercing riveting a review

depending on the application. Rivets can also be made from aluminium alloys, copper, brass and stainless steels, but their applications are very limited because these materials either cannot be heat- treated to improve their piercing ability or their performance after hardening is poor [7]. In order to increase the recyclability and reduce the galvanic corrosion potential, aluminium rivets were used for joining aluminium alloy parts [43-45]. Hoang et al. [43] studied the possibility of replacing a steel self-piercing rivet with an aluminium rivet when using a conventional die. Their results showed that it was possible to join 2 mm AA6060 sheet to 2 mm AA6060 sheet in W temper (solution heat treated) with AA7278-T6 rivets. Reasonable static strengths were achieved as shown in Fig. 5, although the interlock distances were low, ranging from 0.12 mm to 0.37 mm. Attempts to join higher strength aluminium alloys or to join AA6060 W with lower strength aluminium rivets were not successful due to rivet fracture and rivet compression/buckling, respectively. Instead of semitubular rivets, Kaščák and Spišák [29] developed some solid aluminium alloy rivets (no cavity) and used them to join various steel panels with a good joint geometry and strength. Due to the lower strength and hardness of aluminium rivets, their application will be limited.
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Election Law Behind a Veil of Ignorance

Election Law Behind a Veil of Ignorance

Consider, then, a legislature tasked with creating the rules for deciding when polls should close on election day. 50 First of all, there has to be some rule for when polls close. They cannot be open all year long, running 24 hours, 7 days a week. There has to be a time when they open, and a time when they close (although the existence of mail-in ballots presents an obvious complication, to which this Article will turn shortly). So, rulemaking in this situation is unavoidable; neutrality cannot mean simply not setting a closing time at all. Second, it is not obvious which way a later or earlier closing time will cut in the election. That is, it is hard to know whether closing the polls at 6:00 p.m. rather than 8:00 p.m. will benefit one party or another. 51 So the legislators drafting the rule are more or less in a state of ignorance as to which way they should frame the rule in order to benefit themselves. This mirrors the situation in which those behind Rawls‘s veil of ignorance find themselves. They, too, do not know which rule will benefit them. However, in the case of choosing poll closing times, this is not because we ask legislators to imagine that they are not a member of any party; it is simply because, even though they know they are Republicans or Democrats, they do not know, in advance, how to make a
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Hydraulic Damper in Piercing Presses

Hydraulic Damper in Piercing Presses

Break through shock is typically associated with a loud boom and press vibration; specifically it is the moment in time when the press has built up enough force that it exc[r]

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The Epistemic Oppression of the Veil

The Epistemic Oppression of the Veil

The veil is not that simple to restrict it to mere wear it or not. Wearing the veil represents epistemic oppression, and questioning it creates another epistemic oppression. Therefore, focusing on the veil phenomenon in the Islamic world is the core of understanding the epistemic system of this world. Especially, the fundamental movement, which established the veil under two claims: the veil is the female free choice, and the veil represents the Muslim identity. Excluding the female from the producing the religious knowledge makes it difficult to accept that she chooses the veil freely. The analysis of questioning the veil reveals epis- temic oppression. Thus, three outcomes result from questioning the veil: re-situatedness to the right-wing, external re-situatedness or re-situatedness to a contrary epistemological system can refute the claim that the veil is a free choice. These three outcomes indicate explicitly that the epistemological analysis of the veil can construct a new wave of studying the veil aside from limiting it to social, religious and psychological oppression. Moreover, focusing on the epistemic oppression of the veil can give us a strong tool to point the gaps in knowledge resources, and this should result in developing resistance against the fundamen- tal discourse for females who live in the Islamic world. In the future, I will con- tinue working on the epistemic analysis of the veil as Muslim female identity and how this scope represents the structure of politics in the Islamic world.
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'Piercing the fog of propaganda'

'Piercing the fog of propaganda'

Seeking a longer term perspective, I began my research with the reporting of the 1946 bombing of the King David Hotel in Jerusalem – an incident chosen because the hotel was then the Hea[r]

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Architectures of the Veil: The Representation of the Veil and Zenanas in Pakistani Feminists' Texts

Architectures of the Veil: The Representation of the Veil and Zenanas in Pakistani Feminists' Texts

communities. In Surah (Chapter) 24, “Light” the Quran instructs “Believing women to lower their gaze and be modest, and to display of their adornment only that which is apparent, and to draw their veils over their bosoms” (24: 31). The next Ayahs (lines) then list men to whom women can show their adornments. In Surah 33, “The Clans” the veil is mentioned twice and in both instances, it is called hijab, or curtain. In the first instance, followers of the Prophet Mohammad are instructed to be mindful of the Prophet’s and his wives’ privacy, and to not walk into His dwelling without permission. If followers wish to speak to the Prophet’s wives, they must do so from behind a curtain: hijab (33: 53). In Ayah 59 of the same Surah, the wives of the Prophet are instructed to “draw their cloaks close around them (when they go abroad). That will be better, that so they may be recognized and not annoyed”. Since all three verses require a form of modesty, and a veil between men and women, the (much debated about) injunctions have been interpreted to mean either complete seclusion (as in, speak to the wives of the Prophet from behind a curtain) or a form of cloak or veil covering the body of a woman when she is in public. Fadwa El-Guindi, in her ethnographic study of the veil in her book Veil: Modesty, Privacy and Resistance shows that “neither in the Qu’ran nor in a reliable Hadith 6 can be found any explicit ordinance promulgated by the Prophet Muhammad ordering either Muslim women in general or his own wives to veil themselves” (152). The references to curtains and cloaks in the Ayahs quoted above have been enough, however, to justify and even entrench veiling and segregation systems in Muslim cultural and religious behavior. Modest behavior and veiling of a body are accepted by Muslims as Islamic
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Design and Analysis of Blanking and Piercing die punch

Design and Analysis of Blanking and Piercing die punch

Forming processes like Piercing, Blanking, stamping and bending are very widely used in the making of sheet metal parts and it assembles different processes to manufacture sheet metal parts. Piercing and Blanking are metal shearing processes in which the input sheet material is sheared to a destination shape. In blanking, the blanked piece of material is the product and while in piercing, the material that is blanked is scrap while the remaining part of the strip is the product, as shown in the Figure. In this project, blanking and piercing are used to produce component. Blanking is one of the processes in which the sheet undergoes brutal deformation since the sheet metal is separated to have the slug and part.
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Adolescent and Young Adult Tattooing, Piercing, and Scarification

Adolescent and Young Adult Tattooing, Piercing, and Scarification

The typical jewelry worn in a large, stretched piercing is a plug, sometimes incorrectly referred to as a gauge, which refers to the sizing system used in the United States. It is solid, usually cylindrical, and may be flared out at one or both ends (saddle shaped) or kept in place by o-rings fastened around the ends. A variation on this is the flesh tunnel, which is shaped in the same way but is hollow in the middle. Claw-, talon-, and spiral-shaped pieces are also commonplace. Ear weights in varying degrees of size are also worn, commonly made from silver or bronze, although other metals, such as copper or brass, are occasionally used. However, some people are easily irritated by some metals; therefore, care should be taken when metal jewelry is worn. Ear cuffs (such as the gold ones used in South Indian provinces) or wrapped bead work (common among the Maasai of East Africa) are other options, although these are not usually seen in modern Western contexts. 50
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Self Piercing Riveting of Metal Foam Sandwich Structures

Self Piercing Riveting of Metal Foam Sandwich Structures

three-dimensional skeleton of the nickel foam, the pore structure collapses under the action of the blankholder. In the process of rivet piercing, the foam sheet is gradually re- compressed, which can partially guide the rivet to circumfer- ential expansion with the moulding flow of the sheet. Nickel foam relatively softens the lubrication between the contact surface of the sheet and rivet, resulting in a small expansion resistance achieved during the expansion of the rivet to a certain extent, and the joint achieved a good rivet spread. The local enlargement of the rivet tail area of the metal foam sandwich joints are shown in Fig. 7. For the AC joint, the rivet visibly pierces the copper foam sheet and pierces into the lower sheet. As shown in Fig. 7 (a) and (c), the rivet pierces the upper sheet and the metal foam interlayer. The metal foam flows with the rivet tail during riveting, and the rivet tail is wrapped in a foam metal layer. Because the inter- layer sheet has good flexibility property, the material will flow with the rivet tail in the process of riveting. It can be seen that all joints form a good interlock structure. Thus, SPR can effectively connect the sandwich sheet structure with the metal foam, and the influence of different metal foams on the forming quality of the SPR joint is slightly dif- ferent. Nickel foam is beneficial to the forming quality of SPR joint.
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