Request for Question Clarification by
pafalafa-ga
on
30 Apr 2005 06:18 PDT
There's also a recent case on the topic with a good discussion of
precedent cases here:
http://www.cand.uscourts.gov/cand/judges.nsf/0/5dd0d3664558959088256e600073be04/$FILE/99-2506.pdf
http://www.cand.uscourts.gov/cand/judges.nsf/0/5dd0d3664558959088256e600073be04/$FILE/99-2506.pdf
LARRY BOWOTO, et al., Plaintiffs, v. CHEVRON TEXACO CORP
A. Piercing the corporate veil
?Although the tests employed to determine when circumstances
justifying ?veil-piercing? exist are variously referred to as ?alter
ego?, ?instrumentality? or ?identity? doctrines, the formulations are
generally similar and courts rarely distinguish between them.? Pearson
v. Component Tech. Corporation, 247 F.3d 471, 485 (3d Cir. 2001).
Pearson, a case decided under the Worker Adjustment and Retraining
Notification (WARN) Act, 29 U.S.C. §§ 2101-09, noted that the biggest
difference across jurisdictions is whether fraudulent intent in
incorporation is necessary for veil-piercing. Pearson further observed
that federal courts are more likely to pierce the corporate veil where
necessary to effectuate a federal statute that would otherwise be
frustrated by the state?s corporate laws. In the Ninth Circuit, cases
suggest, at least in contexts arising from California, that fraudulent
intent in incorporation need not be shown to pierce the veil, as long
as it can be shown that the separate identity of the corporation has
not been respected and that respecting the corporate form would work
an injustice on the litigants. RRX Industries Inc. v. Lab-Con Inc, 772
F.2d 543, 596 (9th Cir. 1985). The test for alter ego liability
appears almost interchangeable with the veil-piercing test. See Mobil,
718 F.Supp. at 266, defining alter ego as lack of attention to
corporate formalities, commingling of assets, and intertwining of
operations. Alter-ego requires demonstrating that the two corporations
functioned as a single entity.
There's more discussion strewn throughout the decision, as well.
Hope that helps.
paf