Veil Piercing

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Veil-piercing unbound

Veil-piercing unbound

L. R EV . 853, 877 (2010) (examining 690 federal district court cases from 2000 to 2005); Nicholas L. Georgakopoulos, Bankruptcy Veil-Piercing: Bypassing Broken Nodes?, 27 E MORY B ANKR . D EV . J. 471, 473-75 (2010) (extrapolating from West Key Number searches of 244,258 contract and/or tort cases from 1947 to 2010); Nicholas L. Georgakopoulos, Contract-Centered Veil Piercing, 13 S TAN . J.L. B US . & F IN . 121, 129 (2007) (extrapolating from West Key Number searches of 175,316 contract and/or tort cases from 1947 to 2003); Lee C. Hodge & Andrew B. Sachs, Empirical Study, Piercing the Mist: Bringing the Thompson Study into the 1990s, 43 W AKE F OREST L. R EV . 341, 347 (2008) (sampling 228 cases from 1986 to 1995); John H. Matheson, The Modern Law of Corporate Groups: An Empirical Study of Piercing the Corporate Veil in the Parent-Subsidiary Context, 87 N.C. L. R EV . 1091, 1108 n.5, 1110 (2009) (examining 360 parent-subsidiary cases from January 1, 1990 to March 1, 2008); Richmond McPherson & Nader Raja, Empirical Study, Corporate Justice: An Empirical Study of Piercing Rates and Factors Courts Consider When Piercing the Corporate Veil, 45 W AKE F OREST L. R EV . 931, 940 (2009) (sampling 236 cases from 1996 to 2005); Geoffrey C. Rapp, Preserving LLC Veil Piercing: A Response to Bainbridge, 31 J. C ORP . L. 1063, 1068, 1071-72 (2006) (examining sixty-one limited liability company rulings from 1997 to 2005); see also Charles Mitchell, Lifting the Corporate Veil in the English Courts: An Empirical Study, 3 C OMPANY F IN . & I NSOLVENCY L. R EV . 15, 20-24, app. at 24-28 (1999) (examining 290 British cases from 1859 up to and including 1998); Ian Ramsay & David B. Noakes, Piercing the Corporate Veil in Australia, 19 C OMPANY & S EC . L.J. 250, 261 (2001) (examining 104 Australian cases up to and including 1999); Peter B. Oh, Piercing v. Lifting 9, 14 (Nov. 17, 2012) (unpublished manuscript) (on file with author) (examining 188 British cases from 1888 up to and including 2006). There have been, however, some minor refinements to Thompson’s loss-allocation approach. See, e.g., Boyd & Hoffman, supra, at 886-901 (parsing various substantive claims and reorganizing data by type of creditor).
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Veil Piercing - A Necessary evil? A critical study on the doctrines of limited liability and piercing the corporate veil

Veil Piercing - A Necessary evil? A critical study on the doctrines of limited liability and piercing the corporate veil

Alternatively, our legislature can elect to follow the approach in the United States of America, where legislation dictates that misconduct on the part of members will give rise to personal liability in respect of that member. This, it is submitted, encapsulates limited liability, and the piercing of the corporate veil, as it should be. It has been suggested that this will alter the jurisprudence of the veil piercing doctrine, as it will result in the adoption of a single set of statutory standards as to when limited liability should be discarded. This will provide the necessary certainty in this area of law and will allow for uniformity when applying the veil piercing doctrine. 424 It will also create a consistent test that will eliminate free-form decision-making. 425 The result of this test is rather significant, as it provides honest business owners with security because, if their affairs are conducted in an honest manner, they need not fear losing the protection of separate personality. At the same time, it prevents the fraudulent business owners from hiding behind the shield of limited liability 426 .
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THE HUSKY CASE: FRAUD, BANKRUPTCY, AND VEIL PIERCING

THE HUSKY CASE: FRAUD, BANKRUPTCY, AND VEIL PIERCING

A recent Supreme Court decision, Husky International Electronics, Inc. v. Ritz, explores the meaning of the word “fraud” under a federal bankruptcy statutory section. That section uses the term “actual fraud,” and bears upon the question of whether a particular debt should be denied a discharge. The Court’s approach in defining fraud affords guidance to the question of defining fraud under other statutes. The Husky case also raised a veil piercing issue to be dealt with on remand. That issue involved the application of Texas statutory law precluding veil piercing in cases brought by contract creditors unless they were victims of “actual fraud.” Recognizing the need to protect the deserving contract or tort creditor, as well as limited liability’s role in promoting a vibrant business environment, the author reviews mainstream veil piercing law. The author concludes that a statute like that of Texas, which limits veil piercing by contract creditors to cases involving actual fraud, would be a poor model to impose on mainstream veil piercing law. The centrality of fraud, bankruptcy law, and state veil piercing law in American creditor-debtor relations makes the Husky case a compelling subject.
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Partnerships with limited liability and creditor protection in China: a comparative perspective from the UK and US

Partnerships with limited liability and creditor protection in China: a comparative perspective from the UK and US

Another test invented by the UK courts to disregard the separate personality when corporate groups are concerned is the “single economic unit” theory. Decades after Smith, Stone and Knight, the question of whether a parent company could claim for governmental compensation for losses suffered by its subsidiary resurfaced in DHN Food Distributors Ltd. v Tower Hamlets London Borough Council. 16 In this case, Lord Denning, a leading judge in the twentieth century, proposed the "single economic unit" theory to determine whether a group of companies should be treated as the same entity under the law. The gist of the theory is that the separate legal personality of subsidiaries should be ignored if they are “bound hand and foot to the parent company and must do just what the parent company says.” 17 Despite following a different line of reasoning from Smith, Stone and Knight, this case also ended with a veil- piercing decision, allowing the parent company to be the appropriate claimant of governmental compensation. The “single economic theory” was subject to wide criticism because of its vagueness and a flaw in its reasoning. Under the “single economic unit” theory, all wholly owned subsidiaries will face the risk of losing their separate legal personality, since this theory identified control by the parent company as the primary ground for piercing the corporate veil of
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Piercing The Corporate Veil US Lessons From Romania And Slovakia

Piercing The Corporate Veil US Lessons From Romania And Slovakia

In order to provide a well-balanced legal environment for both natural and legal persons, we believe it is necessary to impose adequate controls over the conduct of legal persons in order to avoid and prevent deceitful and fraudulent demeanour, such as money laundering, corruption, hiding and shielding assets from creditors and other claimants, illicit tax practices, self-dealing, or market fraud and circumvention of disclosure requirements. 3 One such control is, in our perspective, the piercing of the corporate veil. Yet, this type of control has not been fully introduced in all jurisdictions. Central and Eastern Europe, being influenced by US, French or German law—all of which recognize and apply the veil piercing doctrine—do, in certain situations, disregard the limited liability doctrine. However, neither Romania nor Slovakia have implemented a clear set of standards for piercing the corporate veil. As the authors show, both countries apply unmethodical approaches that lead to non- uniform and unforeseeable court decisions. The aim of this article is not only to introduce the characteristics of the veil piercing doctrine and the circumstances when this doctrine should be applied (using the United States as an example), but also to describe and analyze different statutory provisions in Romania and Slovakia that enable in distinct situations to disregard the limited liability. In conclusion, the authors provide their de lege ferenda recommendations.
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The doctrine of piercing the corporate veil: its legal and judicial recognition in Ethiopia

The doctrine of piercing the corporate veil: its legal and judicial recognition in Ethiopia

Therefore, a person should not be allowed to evade his obligations, legal or contractual, by forming a company in which he holds a great majority of the shares or establishing a closely held share company. If he establishes a company in contravention of the restrictive obligation imposed upon him by law or by agreement, the court may recognize the existence of the corporate entity but may nevertheless pierce the corporate veil to prevent him from escaping a liability that otherwise would have been enforceable had the individual concerned not sought to hide behind the company’s separate legal status. Such companies, as described above in relation with French law, should be regarded as a ‘sham’ or ‘facade’ that are utilized to evade obligations and these facts ought to justify veil piercing.
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Remedying abuses of limited liability in company groups

Remedying abuses of limited liability in company groups

40 In Cape Pacific Ltd v Lubner Controlling Investments 165 the court stated that the existence of an alternative remedy would not bar a party from seeking relief in the form of piercing of the corporate veil. The court states that whilst the existence of an alternative remedy is a factor in determining whether or not a veil piercing order should be granted, it will not bar such relief. 166 The court found that there is no reason why piercing of the corporate veil should be precluded if another remedy exists. It is a general rule that if a person has more than one legal remedy at his disposal, it is his choice under which to institute action and he is not obliged to pursue one over the other. 167 The same should apply in an application for piercing of the corporate veil; the existence of another remedy, or the failure to pursue what would have been an available remedy, should not bar the court from granting the relief by piercing. 168 The existence of another remedy, or the failure to pursue one that was available, is however a relevant factor where policy considerations are being considered. 169 Even so, it cannot be of overriding importance.
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Abuse of legal personality to avoid tax: Piercing the corporate veil as remedy in case of the abuse of legal personality for tax purposes

Abuse of legal personality to avoid tax: Piercing the corporate veil as remedy in case of the abuse of legal personality for tax purposes

Commentary on the Companies Act 4-136-1; BS Smith “Statutory discretion or common law power? Some reflections on ‘veil piercing’ and the considerations of (the value of) trust assets in dividing matrimonial property at divorce – Part One” (2016) 41 JJS 68 73; Cape Pacific Ltd v Lubner Controlling Investments (Pty) Ltd 1995 2 All SA 543 (A) 554: “Thus if a company, otherwise legitimately established and operated, is misused in a particular instance to perpetrate a fraud, or for a dishonest or improper purpose, there is no reason in principle or logic why its separate personality cannot be disregarded in relation to the transaction in question (in order to fix the individual or individuals responsible with personal liability) while giving full effect to it in other respects.” See however Williams “Companies: Part I” in LAWSA 89 where it is envisaged that the company itself may be a sham. Although the exception, such a scenario would amount to a court finding that for the purpose of all contracts ever entered into by that company, and not just for the purpose of examining the true nature of a single debt or transaction entered into by the company, the company had been a sham or the alter ego of the shareholders. With piercing already considered a “drastic remedy” (see Amlin and also Banco de Mozambique) and the corporate veil as something which courts should not be “lightly disregard” (Cape Pacific), it is not surprising that no examples could be found where a South African court declared the very existence of a company a sham. This accords with the position in the UK: see the text to ch 3 part 4 1 below.
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The Piercing of the Corporate Veil Doctrine: A Comparative Approach to the  Piercing of the Corporate Veil in European Union and Albania

The Piercing of the Corporate Veil Doctrine: A Comparative Approach to the Piercing of the Corporate Veil in European Union and Albania

In EU jurisdictions, for instance, the veil piercing is permitted when the controlling shareholders disregard the integrity of their companies by failing to take care of formalities, intermingling personal and company assets with each other, or failing to capitalise the company adequately. Here can be mentioned the case Adams v. Cape Industries, 1990 in the United Kingdom (UK). Moreover, veil piercing is as well applied when there is an element of fraud or injustice, as when shareholders have clearly behaved opportunistically (Kanda Hideki, Davies Paul, Hopt Klaus J. and Kraakman Reinier, The Anatomy of Corporate Law: A Comparative and Functional Approach, Oxford University Press, Second Edition, 2009, 138). In France, for example, insolvency procedures can be extended to shareholders that disregard the integrity of their companies (Commercial Code of France, art. 621 paragraph 2, art. 631 paragraph 7, art. 641 paragraph 1). Therefore, the piercing of the corporate veil can be considered as performing the function to imposing liability on a shareholder.
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Piercing the Veil of a Michigan Limited Liability Company

Piercing the Veil of a Michigan Limited Liability Company

Lawyers who advise LLCs and their members should be guided by a few impor- tant principles. First, because adhering to the organizational formalities of an LLC may still be considered by a Michigan court in a piercing case, organizational formalities not required by the Michigan LLCA should be kept to an absolute minimum. It may be the inclination of some lawyers to provide, in an operating agreement for example, that there be a very formal process for the meet- ings of members and managers. If this for- mality, for example, is not necessary and is not complied with, a Michigan court may take this into account in a piercing case. As a general rule, organizational formalities should be kept to a minimum in an LLC. And, whatever formalities are required, the formalities must be strictly complied with. Second, lawyers should make sure that the business of the LLC is done in the name of the company and not in the name of any individual member. Contracts by an LLC should be in the name of the LLC (which should include the abbreviation “LLC,” or better yet, the words “limited liability com- pany”). In addition, whoever executes a con- tract on behalf of an LLC should do so in the name of the company, and the individual’s representative capacity must be made abun- dantly clear. Third, the LLC should always be operated as a distinct entity, separate from its members. Fourth, an individual member should never give any assurance concerning the financial capacity of the LLC. Fifth, there should be no indication that the members intentionally undercapitalized the LLC or stripped the company of its capital and resources for the express purpose of avoiding the claims of creditors. By follow- ing these guidelines, the risk of the organiza- tional veil of a Michigan LLC being pierced can be minimized.
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Risk assessment and regulation of tattoo inks in the EU

Risk assessment and regulation of tattoo inks in the EU

•Written information must be provided to clients about the risks of tattoo and piercing application and attended after care. •Age limits when a tattoo or piercing may be placed[r]

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The Epistemic Oppression of the Veil

The Epistemic Oppression of the Veil

DOI: 10.4236/jss.2017.59001 3 Open Journal of Social Sciences I should declare that there are two issues about the veil in the Islamic world. The first, there is an uncertainty regarding whether the veil is one of the first demands in Islamic faith or not. Islam religion writings are not entirely explicit on the question of female veiling. Many statements in the Quran and the Hadith (statements attributed to the prophet Muhammed) make reference to Mu- hammed’s wives’ veiling, but it is controversial whether such declarations apply only to the prophet’s wives or all Muslim females. Chronologically, the veil was neither compulsory nor widely adopted until generations after Muhammed’s death (2005) [1]. This view is not acceptable in many Islamic states; sometimes these states fight back those who believe in such interpretation. Ultimately, the contrary interpretation, the fundamental interpretation, assures that the veil is a God’s demand and structures the Islamic identity. Prominently, the fundamental interpretation is widespread throughout all Islamic countries. The controversial issue of whether the veil is an Islamic demand or not is still confined to the aca- demic level not expanded to the social level yet. It could be the methodology of how the fundamental interpretation became dominant is the reason of limiting this issue to the academic level only. Then, the question is how the fundamental interpretation, or “the veil becomes standard”, became dominant in the Islamic world, in last five decades?
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Finite Element Simulation of a Doubled Process of Tube Extrusion and Wall Thickness Reduction

Finite Element Simulation of a Doubled Process of Tube Extrusion and Wall Thickness Reduction

material formed by forward extrusion of tube. From ex- perimental tests, we observed that at the piercing zone, the minimum values of extrusion load, redundant strain, total strain and finite element effective strain was when piercing (mandrel) of (C = 1.1) were used, and the largest value of total strain at the piercing zone was when the piercing of (C = 0.9) were used. While, at the die zone, the minimum values of extrusion load, redundant strain, total strain and was when the die of (C = 0.9) were used, and the largest value of total strain at the piercing zone was when the piercing of (C = 1.0) were used.
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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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2012 International Symposium on Safety Science and Technology Study on H 2 S monitoring technique for high risk wellsite

2012 International Symposium on Safety Science and Technology Study on H 2 S monitoring technique for high risk wellsite

The biggest risk in testing stage is that wellhead and surface pipe line piercing caused by high pressure high speed flowing.. Piercing position and jetting direction are uncertain, and[r]

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Comparative Analysis of Tube Piercing Processes in the Two-Roll and Three-Roll Mills

Comparative Analysis of Tube Piercing Processes in the Two-Roll and Three-Roll Mills

forming zone was divided into separate cross sec- tions, analysed using FEM and assuming the plane state of strain. In the calculations friction on the material-piercing plug contact surface was omit- ted. The described model of the rolling process was further developed by Yoshimura et al. [4], who par- tially included the influence of friction on the pierc- ing plug. It was assumed that in the circumferential direction friction is described by Coulomb model (when μ = 0.25), whereas in the direction of elon- gation friction coefficient is equal 0. With such as- sumptions made, an analysis of the influence of ro- tational speed of the plug on non-dilatational strain in the circumferential direction was conducted.
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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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Lifting the veil on disrespect and abuse in facility based child birth care: findings from South West Nigeria

Lifting the veil on disrespect and abuse in facility based child birth care: findings from South West Nigeria

Lifting the veil on disrespect and abuse in facility based child birth care findings from South West Nigeria RESEARCH ARTICLE Open Access Lifting the veil on disrespect and abuse in facility based chi[.]

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Election Law Behind a Veil of Ignorance

Election Law Behind a Veil of Ignorance

According to Rawls, the veil is a ―device of representation.‖ 41 It is not without its normative presuppositions, 42 and as a result, the fact that principles are chosen from behind the veil does not suffice, by itself, to justify those principles. But what Rawls wants to model is a certain conception of neutrality in choosing the principles of justice, and in this capacity the metaphor of the veil works wonderfully. We do not have to imagine abstractly what neutral principles would look like—we simply have to imagine what we would choose if we had to choose without knowing whether we would benefit from the principles we chose. 43 Such principles would be neutral because they were chosen by (featureless) people who could not—because of the constraints of the veil—be non- neutral. These people do not know whether they will be poor or rich, members of the majority or minority religion, Republicans or Democrats, when they remove the veil. Thus, they will choose principles in this vacuum, with the idea that they do not want to live under principles that will harm their interests, no matter where they end up in society. 44 This, Rawls suggests, forces them to be neutral—to seek out principles that will be fair to everybody. They will try to be fair to everybody, because if they are not, they may end up being the ―somebody‖ who is specially disadvantaged by the rules. 45
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