Lawyers, judges, law students, and law professors have a love-hate relationship with the doctrine of “piercing the corporate veil”—the idea that shareholders might sometimes be personally liable for the debts of the corporation. It is the subject covered more than all others in courses on corporation law. It is widely litigated, being the subject of thousands of opinions. Yet, for all this attention, it is routinely vilified by the experts. Most commentators recognize that it is jurisprudence without substance.

This Article is an attempt to form a basis for rigorous analysis of virtually every veil-piercing case and to rid the law of this wandering benevolent imprecision. We are capable of doing the right thing in a more coherent fashion, and our colleagues, clients, and the public deserve nothing less. In Part II, I review the origins of veil-piercing analysis, demonstrating how the erroneous, result-oriented approach to veil-piercing began. In Part III, I review the modem analysis which attempts to fully "unpack" veil-piercing into its constituent parts. In Part IV, I propose that modern analysis can adequately explain all cases, and critically examine the faulty invocation of equity as a heritage and a means for deciding the cases otherwise unexplainable. In Part V, I attempt to explain why veil-piercing persists despite its universal derision, and how its demise might be hastened, principally by law professors.

Document Type


Publication Date

Fall 2000


Notes/Citation Information

The Journal of Corporation Law, Vol. 26, No. 1 (Fall 2000), pp. 41-62



To view the content in your browser, please download Adobe Reader or, alternately,
you may Download the file to your hard drive.

NOTE: The latest versions of Adobe Reader do not support viewing PDF files within Firefox on Mac OS and if you are using a modern (Intel) Mac, there is no official plugin for viewing PDF files within the browser window.