Introduction II. Four Novel Threats To Limited Liability III. The First Circuit's Single Business Enterprise Theory Is Unique A. Traditional Veil-Piercing 1. Underlying Policies 2. Standard Doctrine B. The First Circuit's Single Business Enterprise Theory C. Traditional Veil-Piercing vs. the First Circuit's Single Business Enterprise Theory D. Recent Developments of the First Circuit's Single Business Enterprise Theory IV. Analysis Of The First Circuit's Single Business Enterprise Theory A. Poor Legal Methodology 1. The 18-Factor Test is Based on the Misapplication of Previous Jurisprudence a. Baker v. Raymond International, Inc. b. Glenn v. Wagner c. Paramount Petroleum Corp. v. Taylor Rental Center 2. The First Circuit's Single Business Enterprise Theory vs. Texas's Single Business...
... manner, in a manner in which the corporate form is disregarded, or if it would be clearly ine...
... District Court for the Southern District of Texas. Before CLARK, Chief Judge, BROWN, GEE, RUBIN, REA...1 to pierce the corporate veil of Monotronics, Inc. in order to hold its par... must show fraud or injustice before piercing the corporate veil, and secondarily to determine w...
... corporation both indirectly, when the corporate veil can be pierced under state law, and directly,... of the corporate form that will warrant piercing the corporate veil and disregarding the separate c...United States v. Texas, 507 U. S. 529 , 534. Pp. 61-64. 2. A corporate p...
This article suggests that statutes governing both corporations and limited liability companies should require all owners to read several warnings about the dangers of a lack of advance planning before starting a business, or before purchasing an equity interest in an existing closely held business. Part I of this article reviews the current landscape of available business forms and details the many ways in which the majority owners of a business can take advantage of the minority owners. Part I also reviews the many ways in which the minority owner could have protected himself -- if he had the foresight to do so. Part II then reviews the main statutory and judicial responses to the problem of minority owner oppression and discusses their inadequacy. After discussing some other suggesti...
... liability (at least outside of a "piercing the corporate veil" claim24). The worst that likel...In 1991, Texas enacted the first state LLP statute42 in response ...
... District Court for the Southern District of Texas. Before JOHNSON, WILLIAMS and JOLLY, Circuit Judge... Edwards Company, Inc., 1 to pierce the corporate veil of Monotronics, Inc., in order to hold its pa..., if being a mere agent or conduit allows piercing of the corporate veil, Monotronics was such a mere...
A U.S. utility patent confers on its holder the limited right to exclude others from practicing the patent's claimed subject matter. This right is guaranteed by granting patentees a broad right to pursue a federal civil action to recoup the lost economic benefit of an infringed invention. However, while patentees can, and often do, bring infringement actions against corporate defendants, their ability to join the corporate participants-the owners and agents of the corporation-has been seriously limited by the U.S. Court of Appeals for the Federal Circuit. Such a narrow view of corporate-participant liability has little basis in traditional principles of agency and corporate law. This Note illustrates the Federal Circuit's deviations from the more conventional approach and highlights som...
...- a doctrine colloquially referred to as "piercing the corporate veil."42. In addition to situations ...
... District Court for the Northern District of Texas. Before JOLLY, WIENER, and PICKERING, Circuit Judg...' contention that Hubbard used HEI as a corporate sham to defraud creditors, refused to hold Hubbard... that, under Texas law, HEI's corporate veil should not be pierced to reach Hubbard's personal ... motions for summary judgment on the veil piercing issue. Hubbard then stipulated that HEI ceased doi...
...PARTNERSHIP VERSUS CORPORATE CLASSIFICATION B. SINGLE MEMBER LIMITED LIABILITY ... and operated with only one member was Texas in 1992, but legislative amendments were slow befo... entity assets? Generally, typical corporate veil piercing applied to a limited liability company pe...
The financial distress of a subsidiary can be a difficult event for its parent company. When the subsidiary faces the prospect of a bankruptcy filing, the parent likely will need to address many more issues than simply its lost investment in the subsidiary. Unpaid creditors of the subsidiary instinctively may look to the parent as a target to recover on their claims under any number of legal theories, including piercing the corporate veil, breach of fiduciary duty, and deepening insolvency. The parent also may find that it has exposure to the subsidiary's creditors under various state and federal statutes, or under contracts among the parties. In addition, untangling the affairs of the parent and subsidiary, if the latter is going to reorganize under chapter 11 and be owned by its credi...
... reversed a dismissal of allegations that Texas Pacific Group ("TPG") and Continental Airlines wer...
... District Court for the Western District of Texas. Before REAVLEY, JONES, and DUHE, Circuit Judges. ... court's decision to disregard their corporate forms and treat them as alter egos of the taxpayer...A. Reverse Piercing. The Texas Supreme Court in Castleberry indicated ... it identifies for piercing the corporate veil might operate in reverse. Nevertheless, a few Texa...
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