Piercing the Corporate Veil

Erscheinungsjahr 2007
ISBN: 978-90-411-2591-0
Verlag: Wolters Kluwer

Buch, Englisch, Band 2, 788 Seiten, Format (B × H): 156 mm x 234 mm, Gewicht: 1270 g

Reihe: European Company Law

When courts and#8216;pierce the corporate veiland#8217;, they disregard the separateness

of the corporation and hold a shareholder responsible for the corporationand#8217;s

action as if it were the shareholderand#8217;s own. Although as a general rule the

courts are reluctant to allow corporate veil piercing, creditors of an

insolvent corporation frequently attempt to hold the shareholders liable when

they cannot obtain satisfaction from their debtor. In the United States, in

fact, piercing claims constitute the single most litigated area in corporate

law. This study clears up some of the mists hanging around the concept of

corporate veil piercing. What exactly is corporate veil piercing and in which

situations does it occur? What are the legal rules involved? Following a short

overview of the applicable law in the six legal systems that are the subject

of this study-those of Belgium, the Netherlands, France, Germany, the United

Kingdom, and the United States-the author proceeds with a more profound

analysis from a functional comparative perspective, starting from particular

situations that typically call for shareholder liability for the debts of

subsidiary companies. Among the grounds for veil piercing claims the author

discusses the following, along with the substantive and procedural law and

important cases associated with each in the six jurisdictions covered:

-

;undercapitalization;

-

asset stripping;

-

undue continuing of loss-making activities;

-

and identification or the consideration of the corporate group as an economic

unit.

In the course of the presentation, a thorough analysis of legal scholarship in

the area leads to numerous applications of the various theories and doctrines

that can be brought to bear on veil piercing cases. In addition, an in-depth

discussion of the international dimension of corporate veil piercing focuses

on the question of which laws should govern the liability of a parent

corporation for the debts of its subsidiary. Throughout, the authorand#8217;s clear

insight into the substantive law of veil piercing sheds light on traditional

misconceptions in the conflict of laws on the issue. She also details

initiatives undertaken by various international bodies, including the United

Nations, the Organization for Economic Cooperation and Development, the

European Union, the International Court of Justice, and the International

Labour Organization. Dr Vandekerckhoveand#8217;s study is the most

comprehensive, far-reaching, and up-to-date study of this important growing

area of corporate law practice. As such it will prove of great value to

practitioners, judges, and academics in the field, and will prove its worth

anywhere in the world where the presence of multinational corporations is felt.

Autoren/Hrsg.

Vandekerckhove, Karen

Fachgebiete

• Rechtswissenschaften Internationales Recht und Europarecht Internationales Recht Internationales Handels-, Wirtschafts- und Gesellschaftsrecht
• Rechtswissenschaften Internationales Recht und Europarecht Europarecht Europäisches Handels-, Wirtschafts- und Gesellschaftsrecht, Währungsrecht
• Rechtswissenschaften Wirtschaftsrecht