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Piercing the Entity Veil: Individual Liability for Business Acts

Description

One of the bedrock principles of business law is limited liability.

The individual owners of an entity – shareholders of a corporation or members of a limited liability company – cannot be held personally liable for the debts or liabilities of the entity. But the doctrine is not absolute. There are many common law fact patterns that allow courts to pierce the entity veil – co-mingling of funds, using an entity as an alter ego, among others – and reach an individual person's assets.

There are also several sources of statutory authority allowing veil piercing.

This program provides a practical guide to common law, equitable, and statutory theories of piercing entity veils.

  • Statutory and equitable principles to pierce the entity veil
  • Fact pattern justifying piercing limited liability to reach an owner's personal assets
  • Statutory sources permitting breaching the entity veil
  • Application of veil piercing to non-corporate entities
  • Liability for improper distributions
  • Piercing for withheld income and employment taxes, and sales/use taxes

Contributors

  • Allen Sparkman

    Allen Sparkman is a partner in the Houston and Denver offices of Sparkman Foote LLP. He has practiced law for over forty years in the areas of estate, tax, business, insurance, asset protection, and charitable giving. He has written and lectured extensively on choice-of-entity, charitable giving and estate planning topics.

    Allen is the Colorado reporter for the books "State Limited Partnership Laws" and "State Limited Liability Company Laws," both published by Aspen Law & Business. He has also served as president of the Rocky Mountain Estate Planning Council.

    Allen received his A.B., with honors, from Princeton University and his J.D., with high honors, from the University of Texas School of Law.

    Click here for more information about Allen.

December 12, 2022
Mon 1:00 PM EST

Duration 1H 0M

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