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Corporate Law - Corporate Lawyer
San Rafael,  Marin County, San Francisco North Bay, Ca. USA 94901, 94903

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Corporate law (also corporations law or company law) refers to the law establishing Incorporate your business for $139

 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
 
 
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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