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CALIFORNIA CORPORATE & SECURITIES LAW

Inside And Outside Reverse Veil Piercing

UCLA Professor Stephen Bainbridge has published several posts commenting on my post discussing Curci Invs. v. Baldwin, 2017 Cal. App. LEXIS 698.  The issue in Curci was whether reverse veil piercing of a limited liability company is possible in light of Postal Instant Press, Inc. v. Kaswa Corp., 162 Cal.App.4th 1510 (2008).  The Court distinguished Postal…

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California Court Green Lights Reverse Veil Piercing Of Delaware LLC

Courts historically have applied the alter ego doctrine to “pierce the corporate veil” so that a shareholder may be held liable for the debts or conduct of the corporation.  California has extended the possibility of alter ego liability to members of California limited liability companies: A member of a limited liability company shall be subject to…

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This Hobby Lobby Proposal Is Much Mistaken

Suzanne Weakley, editor-in-chief of the CEB Business Law Practitioner, recently called my attention to this letter from six professors at U.C. Berkeley (Robert P. Bartlett III, Richard Buxbaum, Stavros Gadinis, Justin McCrary, Steven Davidoff Solomon and Eric Talley).  The letter responds to a request for comment from the U.S. Department of Health & Human Services with respect to…

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44 Law Professors Make A Case Against Corporate Social Responsibility

I was completely nonplussed when I saw this brief filed by 44 law professors in the appeal now pending before the U.S. Supreme Court in Sebelius v. Hobby Lobby Stores, Inc., Case No. 13-354.  I was shocked because the brief constitutes a frontal assault on corporate social responsibility. For example, the law professors make the following apocalyptic claim: If this…

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