Seton Hall Law Review
Mark J. Loewenstein, Veil Piercing to Non-Owners: A Practical and Theoretical Inquiry, 41 Seton Hall L. Rev. 839 (2011), available at https://scholar.law.colorado.edu/articles/158.
In the typical veil piercing case, the plaintiff seeks to hold the owners of an entity liable for the entity’s obligations. Recently, however, plaintiffs have sought to hold managers of an entity liable for the entity’s obligations even if the manager is not an owner. This article considers this phenomenon in light of the underlying theory of veil piercing and in the context of both corporate law and the law of limited liability companies. In brief, the theory of veil piercing in its traditional application – to shareholders of a corporation – is weak, and it is weaker still when applied to managers of a corporation or a limited liability company.
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