Piercing the Corporate Veil

2. Facts: Plaintiff Irene George (P) is filing suit against Defendant Jordan Marsh Co. (D) for mental anguish and emotional distress which resulted in two heart attacks. D sold goods on credit to P’s emancipated son, who purchased them on P’s account. D alleged that P stated in writing that she would pay the debts (which she did not incur), even though it is understood that P did not make this guarantee. D then attempted to intimidate P into paying these debts she did not owe by calling her at late hours, by mailing her bills, by sending her letters stating late charges were being added on and that her credit had been revoked, and by numerous other tactics. P suffered great

Interco Summary of the Case Even before we go into the specifics of the case, we can point out a few important pieces of information from the case: 1) Interco management and Wall Street analysts believed that the apparel group’s performance would continue to weaken Interco’s overall operations and cause the equity markets to undervalue its common stock. Case Page 4. 2) To deter any unwanted third- party acquisition, the board voted on July 11, 1988, to amend Interco’s shareholder rights plan, making any hostile takeover of the company prohibitively expensive. Case Page 4. 3) Interco had retained Wasserstein Perella pursuant to a unique compensation contract that offered a substantial contingency fee of $3.7 million payable to Wasserstein

“The idea that a corporation is a legal person with constitutional rights is, of course, a controversial one. Some commentators argue that it's bad policy. In my view, however, it is a well-settled principle of US constitutional law and justifiably so. The legislative history of the Fourteenth Amendment suggests that Congress substituted the word ''person'' for the word ''citizen'' precisely so that the provisions so affected would protect not just natural persons but also legal persons, such as corporations, from oppressive legislation.”

This case was categorized under the contract law, as it involved two parties disputing over a contract. The two parties’ contract was formed when Rosney’s previous company, Concept 2000 Management, did business with the Copy Cats, resulting in Concept 2000 Management to own the plaintiff $551.05. However, the defendant’s company went out of business before the owed money was paid. Soon after, the defendant send a letter to the plaintiff that a new company, Rosney (B.D.) Corp. would be the one that pays the Copy Cats the rest of the money for the debt Concept 2000 had. Couple days later, Rosney contacted the plaintiff to not cash the cheque yet, due to insufficient funds, to which the plaintiff agreed to. By the time the Copy Cats went ahead and cashed in the cheque, it continued to state that the Rosney Corp still had insufficient funds. After the plaintiff notified the defendant about this information, the defendant made the claim that they were not liable to the debt, because it was Concept 2000’s responsibility.

The article “The Strange Case of Long Island Savings Bank - Or How a Contract Self-Destructed into Voidness“ briefly discusses the court case, which involves James J. Conway, Jr., chairman and CEO of Long Island Saving Bank. The article involves everything about the case such as the misdeeds of Conway for his own benefits. Being a CEO and chairman, Conway was also a partner in a law firm. The firm was controlled by him and his daughter. In the firm he also hired his daughter-in-law, who was also the director of the firm and salaried officer.

“Piercing the corporate viel” refers to the judicially imposed exception to this rule by which courts disregarded the separateness of the company and consider a shareholder responsible for the company’s action as if it were the shareholder’s own. A fundamental rule of corporate law is that shareholders in an organization are not liable for the obligations of the enterprise beyond the capital that they contribute in exchange for their shares.

     The legal system is an essential element in the successful operation of this country. It is a system that is utilized every day, by every type of person, from the average blue-collar worker to the average Wall Street broker. There is a multitude of ways that the legal system is put to use. One such way is the class action lawsuit. A Civil Action, by Jonathan Harr, uses the account of a single case, Anne Anderson, et al., v. W.R. Grace & Co., et al, to illustrate the power and importance of class action lawsuits in the civil justice system.

Whether the Court should grant Defendant’s motion to dismiss Plaintiffs’ claims that Pied Piper’s comments about the future of the company and failure to disclose information about the safety of its app constituted a violation of §10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated under its authority?

As discussed earlier in the chapter, one of the primary reasons to organize a business as a corporation or as a limited liability company (LLC) is to protect the personal assets of the principals. As a general rule of corporate law, which has been a part of the U.S. legal system for over two centuries, the principals of a corporation are not personally liable for a corporation’s debts and obligations. In other words, a corporation’s principals are generally immune from personal liability for the decisions they make and the actions they undertake on behalf of a corporation. For example, assume that Corporation A contracts with Corporation B to purchase equipment valued at $500,000. If Corporation A fails to pay Corporation B for the equipment it purchased, the principals of Corporation A are not personally liable to Corporation B. Rather, Corporation A, the party in privity of contract with Corporation B, remains liable for the liability it incurred. A so-called “corporate veil” protects the principals of Corporation A, which insulates them from legal actions taken by Corporation B to

The Martha Stewart insider trading case was a high profile case filled with uncertainty. In order to say whether or not Stewart handled her indictment responsibly, it is necessary to start with an assumption regarding her guilt or innocence. For the purposes of this paper, based on the information I have read about the case, and based on the fact that she was found guilty of all counts (although not all specifications) in her stock conspiracy trial (with the exception of the security fraud charge which was thrown out), I will assume that she is guilty. (courttv.com) Based on that assumption, there are several reasons that Martha Stewart did not handle her indictment responsibly which can be summarized

As a general rule of thumb, shareholders of US corporations are not personally liable for the debts, taxes, obligations or actions of the corporation in which they are a member. This shield from personally liability is known as the corporate veil. The corporate veil, a cornerstone of American corporate law, derives from the fact that corporations in America are regarded as legal personalities, distinct and separate from their shareholders; a concept that gives a little context to the now infamous “Corporations are people!” “blunder” by former presidential candidate Mitt Romney during the 2012 election cycle. The corporate veil also protects parent companies from the debts, taxes, and obligations of subsidiaries. This protection is hailed by many scholars in the area of corporate law because it is believed to be an encouraging factor in the formation new business, which helps to develop and maintain a healthy economy. While it is true and widely accepted that under certain circumstances corporate entities should be regarded as separate and distinct from their individual shareholders, it is also true and accepted that sometimes this concept of separate and distinct should be disregarded by the courts in the interest of preventing fraud or injustice to third parties.

This is not an easy burden to meet. In determining whether or not a third party has met this burden, a court will consider several factors, including: the absence of business records, undercapitalization of the business, failure to observe mandatory formalities, fraudulent representation by shareholders and/or directors, the promotion of fraud or illegal activity, payment of personal obligations by the corporation, commingling of assets, conduct that manipulated or ignored the corporate form, or is otherwise found to be an “alter ego” of the corporate mangers or shareholders. It is not necessary that the third party make a showing of the existence of all those factors in order to support a finding that the corporate veil should be pierced. Once pierced, or lifted, courts can look beyond the independent personality of a corporation and hold individual shareholders, board members, or employees liable for the obligations of the corporation. In deciding whether the burden has been met, courts will weigh two competing interests. The first being fairness, or the desire to reach an equitable outcome, and the second being societies interests in upholding the principle of limited liability.

My second point as to why they should not be protected is because companies and corporation are not people. The definition of a corporation now is “a body formed and authorised by law to act as a single person although constituted by one or more persons and legally endowed with various rights and duties including the capacity of succession” (Merriam-Webster). Another main reason companies are allowed by law to call themselves and act as people is because of legal personality (which is “the quality or state of being a person” (Merriam-Webster) or corporate personhood. Even when you read these terms, though, “legal” and “corporate” are still in play. Before this case even happened “the moment the 14th amendment was passed in 1868, lawyers for

Again he is looking for a crystal clear rule that specifically stated the “responsible corporate officer” jury instruction in the district court. The appellant court following the Principle of Rights “which asserts that whether a business decision is ethical depends on how the decision affect the rights of all involved.” This nonconsequential thinking supports this principle as foundational to Western culture.”

Running a company, small or large, can be an extremely difficult, because there are many pieces that need to fit together to make the company work like a well-oiled machine. There is the product or service to be sold, the team to be hired and trained, and the finances and expenses to all be worked out. There is also a legal element of a company that is commonly overlooked.