Corporate law (also corporations law or
company law) refers to the law establishing
separate legal entities known as the company or
corporation and governs the most prevalent legal models for firms, for
instance limited companies (Ltd or Pty Ltd), publicly limited companies
(plc) or incorporated businesses (Inc.). It is a subset of companies law
which, depending on the legal system, may cover the wider spectrum of
partnerships, trusts, unincorporated associations, guilds or sole
proprietorships. Technically, a company is a juristic person which has a
separate legal identity from its shareholding members, and is ordinarily
incorporated to undertake commercial business. Although some jurisdictions
refer to unincorporated entities as companies, in most jurisdictions the
term refers only to incorporated entities. It has been judicially remarked
that "the word company has no strictly legal meaning", but is taken to
mean a specific form of entity created under the laws of the relevant
jurisdiction. Because of the limited liability of the members of the
company for the company's debts and the separate personality and tax
treatment of the company, it has become the most popular form of business
vehicle in most countries in the world.
The corporate law concept of piercing (lifting) the corporate veil
describes a legal decision where a shareholder of a corporation is
held personally liable for the debts or liabilities of the
corporation despite the general principle that those persons are
immune from suits in contract or tort that otherwise would hold
only the corporation liable. This doctrine is also known as
"disregarding the corporate entity".
In the United States, corporate veil piercing is the most
litigated issue in corporate law (See ROBERT B. THOMPSON, Piercing
the Corporate Veil, an Empirical Study, 76 CORNELL L. REV. 1036,
1991). Although courts are reluctant to hold a shareholder liable
for actions that are legally the responsibility of the
corporation, even if the corporation has a single shareholder,
they will often do so if the corporation was markedly
noncompliant, or if holding only the corporation liable would be
singularly unfair to the plaintiff. In most jurisdictions, no
bright line rule exists and the ruling is based on common law
precedents. In the US, different theories, most important "alter
ego" or "instrumentality rule", attempted to create a piercing
standard.
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Ackeret-Sheron Llp
790 Mission Ave, San Rafael, CA 415 485-2200
Albert E Cordova Inc
1299 4th St # 202, San Rafael, CA 415 457-9656
Business Counsel & Advisors
D Jerry Mc Glynn
70 Mitchell Blvd # 106, San Rafael, CA 415 472-6868
Chris A Schaefer Law Office
950 Northgate Dr # 202, San Rafael, CA 415 492-0590
Craig Dykman Law Offices
790 Mission Ave, San Rafael, CA 415 454-8545
De Martini & Walker
James L Walker IV
175 N Redwood Dr # 250, San Rafael, CA 415 472-7880
Dennis C Birkhimer Law Office
60 Hoag Ave, San Rafael, CA 415 257-4700
Eric Sternberger
±
1120 Nye St, San Rafael, CA 415 459-3180
Freitas Mc Carthy Mac Mahon
Richard P Murray
1108 5th Ave # 3, San Rafael, CA 415 456-7500
Hornstein Law Offices Pc
Val Hornstein
1108 Tamalpais Ave, San Rafael, CA 415 454-1490
Jaret & Jaret
Phil Jaret
1016 Lincoln Ave, San Rafael, CA 415 455-1010
Jon-Marc Dobrin Law Offices
980 Lincoln Ave # 250, San Rafael, CA 415 459-0307
Keegin Harrison Schoppert
Jeffrey S Schoppert
1000 4th St # 600, San Rafael, CA 415 456-4000
Krause & Baskin
Lawrence A Baskin
1120 Nye St # 300, San Rafael, CA 415 456-2500
Macdonald Praetzel Mitchell
Peter E Mitchell
1000 4th St # 570, San Rafael, CA 415 453-0534
Michael Dietrick Law Offices
1000 4th St # 695, San Rafael, CA 415 459-5122
Plastiras & Terrizzi
Basil Plastiras
24 Professional Ctr Pkwy # 150, San Rafael, CA 415 472-8100
Ragghianti Freitas Macia
Gary T Ragghianti
874 4th St # D, San Rafael, CA 415 453-9433
Richard A Hirsch
790 Mission Ave, San Rafael, CA 415 485-2200
Robert W Mills Law Firm
145 Marina Blvd, San Rafael, CA 415 455-1326
Tamalpa Exchange Group
George H John
175 N Redwood Dr # 140, San Rafael, CA 415 479-5511
William P Lynch Jr
950 Northgate Dr # 107, San Rafael, CA 415 491-9500 |
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Mostly, they rest upon three basic prongs - namely "unity of interest
and ownership", "wrongful conduct" and "proximate cause". However, the
theories failed to articulate a real-world approach which courts could
directly apply to their cases. Thus, courts struggle with the proof of
each prong and rather analyze all given factors. This is known as
"totality of circumstances".
Generally, the plaintiff has to prove that the incorporation
was merely a formality and that the corporation neglected
corporate formalities and protocols, such as voting to approve
major corporate actions in the context of a duly authorized
corporate meeting. This is quite often the case when a
corporation facing legal liability transfers its assets and
business to another corporation with the same management and
shareholders. It also happens with single person corporations
that are managed in a haphazard manner. As such, the veil can
be pierced in both civil cases and where regulatory
proceedings are taken against a shell corporation.
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