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CALIFORNIA CORPORATE & SECURITIES LAW

Alter Ego and the Nevada LLC

California’s version of the Revised Uniform Limited Liability Company Act expressly subjects members to potential alter ego liability:  A member of a limited liability company shall be subject to liability under the common law governing alter ego liability, and shall also be personally liable under a judgment of a court or for any debt, obligation,…

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Is LLC Veil Piercing Really “Not Required By Statute”?

Professor Stephen Bainbridge begins his abstract Abolishing LLC Veil Piercing with the following assertion: Courts are now routinely applying the corporate law doctrine of veil piercing to limited liability companies.  This extension of a seriously flawed doctrine into a new arena is not required by statute and is insupportable as a matter of policy. But is…

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What Doth The Alter Ego Doctrine Require Of Thee, But To “Do Justice”?

Yesterday’s post briefly discussed the internal affairs doctrine and alter ego claims.  Professor Stephen Bainbridge responded with this post which discusses the approaches of courts in New York and Delaware.  Professor Bainbridge recently wrote an article on reverse veil piercing and the free exercise rights of incorporated employees.  He describes reverse veil piercing as “a corporate law…

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Alter Ego And The Internal Affairs Doctrine

The internal affairs doctrine is a conflict of laws principle that recognizes that only one state should have the authority to regulate a corporation’s internal affairs.   Under the internal affairs doctrine, that special state is the state of incorporation.  But what exactly constitutes a corporation’s “internal affairs”?  Many lawyers, particularly those in Delaware, take a broad view of…

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