Sets (7)
Classes (0)
Piercing Corporate Veil definitions
| # | Definition | Sets |
|---|---|---|
| 1 | an action in which a court disregards the corporate entity and holds the shareholders personally liable for corporate debts and obligations. | 29 sets |
| 2 | a situation in which the courts conclude that incorporation has been used to perpetuate a fraud, skirt a law, or commit some wrongful act, and thus remove liability protections from the corporate entity. | 9 sets |
| 3 | ignoring the corporate entity. | 6 sets |
| 4 | when a court sets aside the unlimited liability protection normally given to corporate shareholders | 6 sets |
| 5 | action by creditors taken when the business has done something wrong | 5 sets |
| 6 | an action in which a court disregards the corporate entity and holds the shareholders personally liable for corporate debts and obligations | 5 sets |
| 7 | 1. only in close corporations 2. hold sh personally liable if: (a) abused privilege of incorporating (b) fairness requires holding them liable more likely in tort case; in contracts other party can inspect | 5 sets |
| 8 | a doctrine that says if a shareholder dominates a corporation and uses it for improper purposes, a court of equity can: disregard the corporate entity, and hold the shareholder personally liable for the corporation's debts and obligations | 4 sets |
| 9 | holding a shareholder responsible for acts of a corporation due to a shareholder's domination and improper use of the corporation. primary consequence is that a corporation's shareholders may lose their limited liability. this does not happen very often. | 4 sets |
| 10 | if a shareholder dominates corporation and uses it for improper purposes, court can disregard corporate entity, and hold the shareholder personally liable for the corporation's debts and obligations. ex: thin capitalization stop acting like a corporation, commingling of personal and corporate assets, fraud. | 3 sets |
| 11 | 1) only appicable to cc 2) sh must have abused the privilege of incorporating and 3) fairness must require holding them liable | 3 sets |
| 12 | a court may disregard corporate entity when there are exceptional circumstances that mean the person responsible should no longer be protected. •*alter ego •*insufficient capitalization | 3 sets |
| 13 | the corporate veil will not protect the shareholder when it would cause injustice or reward fraud. to prove this the corporate business is not conducted in the proper manner, corporate assets have been commingled with personal assets, and undercapitalization of corporation. | 3 sets |
| 14 | when courts find that the corporate organization is being misused, the corporate entity can be disregarded | 3 sets |
| 15 | a situation in which the courts conclude that incorporation has been used to perpetuate a fraud, skirt a law, or commit some wrongful act, and thus remove liability protections from the corporate entity | 3 sets |
| 16 | when the corporation is being misused so that the shareholders are treated like partners and have unlimited liability for the organization's debts | 3 sets |
| 17 | when a court sets aside the unlimited liability protection normally given to corporate shareholders. | 3 sets |
| 18 | an action in which a court disregards the corporate entity and holds the shareholders personally liable for corporate debts and obligations. | 2 sets |
| 19 | doctrine that says if a shareholder dominates a corporation and uses it for improper purposes, a court of equity can disregard the corporate entitty and hold the shareholder personally liable for the corporation's debts and obligations (alter ego doctrine)f | 2 sets |
| 20 | ignoring the corporate entity | 2 sets |
| 21 | if a shareholder dominates a corporation and uses it for improper purposes, a court of equity can disregard the corporate entity and hold the shareholder personally liable for the corporations debts and obligations. veil is intangible border between personal and business entity unless you mix the two then you're screwed. occurs when: -there is this capitalization -no separateness is maintained between the corporation and its shareholders | 2 sets |
| 22 | if owner and corporation is so comingled or if corporation is purposely underfunded to evade liabilities. or if actions are fraudulant or to evade statutes, the corporate protection is pierced allowing access to the owner's personal assets. | 2 sets |
| 23 | tests: 1. "alter ego" or "instrumentality" -shareholders treating corp as own (commingling) 2. inadequate capitalization -corp inadequately capitalized at formation (not enough capital to pay foreseeable obligations as become due) -factors: paying debts, contemplations of corp upon formation, foreseeable liabilities 3. fraud | 2 sets |
| 24 | extraordinary exception to no personal liability, allows ct to hold shs and directors responsible for torts/contract breaches | 2 sets |
| 25 | to avoid injustice, shareholder can be held personally liable | 2 sets |
| 26 | the legal doctrine used by courts to disregard the existence of a corporation, therby holding the shareholders personally liable for the organization's debts | 2 sets |
| 27 | a court may disregard corporate entity when there are exceptional circumstances that mean the person responsible should no longer be protected. | 2 sets |
| 28 | the legal doctrine used by courts to disregard the existence of a corporation, thereby holding the shareholders personally liable for the organization's debts | 2 sets |
| 29 | a doctrine that says that if a shareholder dominates a corporation and uses it for improper purposes, a court of equity can disregard the corporate entity and hold the shareholder personally liable for the corporation's debts and obligations. | 2 sets |
| 30 | as a general rule, a corporation will be looked upon as a separate legal entity, unless the entity is used to commit fraud or to achieve inequitable results. however, a court may disregard the corporate entity if necessary to prevent fraud or enforce a paramount equity. this occurs where stockholders themselves, or a parent corporation owning the stock of a subsidiary corp, fail to observe the corp entity, operating the business or dealing with the corp's property as if it were their own. negates the default rule and allows creditors to go after a stockholder's personal assets. | 2 sets |
| 31 | -action by creditors taken when the business has done something wrong | 2 sets |
| 32 | refers to holding corporation owners liable for bad acts, must include complete domination of the corporation by owners, control was used to perpetrate wrong act, corporate control was proximate cause of injury | 2 sets |
| 33 | if a shareholder dominates corporation and uses it for improper purposes, court can disregard corporate entity, and hold the shareholder personally liable for the corporation's debts and obligations | 2 sets |
| 34 | sometimes courts will hold shareholders personally liable in the interest of justice and fairness | 2 sets |
| 35 | (rare) court holds shareholders personally liable for the debts of the corporation. | 2 sets |
| 36 | if you stop acting separate from corporation, court will treat you differently; -stop following formalities (no meetings; don't renew charter) -fraud -co-mingle assets -under capitalized from beginning | 2 sets |
| 37 | hold shareholders personally liable instead of having limited liability protection. occurs when shareholder is commingling of assets, underutilized assets, don't renew charters, fraud | 2 sets |
| 38 | a doctrine that says if a shareholder dominates a corporation and uses it for improper purposes, a court of equity can disregard the corporate entity and hold the shareholder personally liable for the corporation's debts and obligations | 2 sets |
| 39 | ego doctrine hold shareholders personally liable if: 1. corporation is not following formalities 2. commingling of assets 3. undercapitalization | 2 sets |
| 40 | if the court __________, the shareholders have unlimited personal liability for the corporate debts. | 2 sets |
| 41 | were bad, creditors can sue you personally ( you defrauded people or didnt treat corporation as a seperate entity) | 2 sets |
| 42 | the normal rule that shareholders do not have personal liability for debts of the corporation may be overcome where a dominant shareholder has disregarded the corporate form and operated the firm like it was a sole proprietorship, or a mere "alter ego" of that person | 2 sets |
| 43 | makes shareholder assets available to corporate creditors and is only available to prevent fraud or enforce a paramount equity (never been met in maryland). | 2 sets |
| 44 | - this happens when shareholders can be held personally liable because of illegal acts committed. must have domination of a shareholder of group of shareholders and improper use of the corporation. | 2 sets |
| 45 | hold shareholders liable instead of corp. | 2 sets |
| 46 | this doctrine is sought in actions attempting to hold an individual shareholder liable for corporate debts. a court will usually only consider using this doctrine if the number of shareholders is two or less. in cases of two shareholders, the court will usually use the doctrine only if the two are related to each other. the doctrine does not dissolve the corporation or make the shareholder liable for all debts of the corporation. | 2 sets |
| 47 | exception to limitations for shareholder liability | 2 sets |
| 48 | holding the shareholders of a corporation personally liable for its debts. | 2 sets |
| 49 | when courts find that the corporate organization is being misused, the corporate entity can be disregarded. when veil of protection has been pierced, the shareholders are treated like partners who have unlimited liability for their debts. | 2 sets |
| 50 | term describing collectors attempts to take personal assets of corporate shareholders | 2 sets |
| 51 | court may disregard separate entity and hold shareholders liable for: 1. alter ego. 2. inadequate capitalization. 3. failure to comply with corporate formalities. | 2 sets |
| 52 | shareholders personally liable when they have used corporation to engage in illegal/wrongful acts | 2 sets |
| 53 | a court can disregard the corporate entity in cases where: 1) a third party is injured by the corporation; and 2) corporate formalities were not followed; or corporation is undercapitalized; and 3) injustice would otherwise result | 2 sets |
| 54 | court holds shareholders personally liable for the debts of the corporation | 2 sets |
| 55 | ignoring the corporate entity to reach or to proceed legally against the corporation's directors, officers, or managers directly and personally | 2 sets |
| 56 | 1) shareholders must have abused the privilege of incorporating 2) fairness must require holding them liable. fairness might require pcv if the shareholder exercises complete domination over the corporation and abuses the corporate form to perpetrate fraud, wrong, or injustice. | 2 sets |
| 57 | action when court disregards corporate entity and holds the shareholders personally liable for corporate debts and obligations | 2 sets |
| 58 | holding shareholders liable for debts of corp failure to observe formalities commingling of assets: shareholders mix assets with those of the corp inadequate capitalization: founders of corporation do not raise enough capital fraud | 1 set |
| 59 | if the court finds the corporation was used by its shareholders for wrongful activity, the courts will find the individual shareholders personally liable. | 1 set |
| 60 | two types: 1. alter-ego - failure to observe sufficient corporate formalities 2. undercapitalization - failure to maintain sufficient funds to cover foreseeable liabilities note: courts are more willing to pcv for tort than for contract victim. | 1 set |
| 61 | occurs if combo of these exist: corporation used as a shell to accomplish fraud, commingling of funds, failure to keep accurate records, or inadequate capitalization at time of formation so company with remain insolvent. | 1 set |
| 62 | basis: insufficient capital invested; failure to observe corporate formalities; failure to treat corp as separate entity; excessive fragmentation; affirmative wrongdoing | 1 set |
| 63 | trying to prove that company is the alter ego of another company or person | 1 set |
| 64 | the oweners use a corporate entity to perpetrate a fruad, circumvent the law, or in some way accomplish an illegitimate objective. exposing the shareholders to personal liability. corp and the oweners are no longer separate entities. | 1 set |
| 65 | -we don't have to just look at the corporation, we can look at one or more of the people in the corporation and hold them personally liable -focused on creditors trying to get through the corporate shell to hold individuals liable or the parent company liable for the debts of its subsidiaries | 1 set |
| 66 | o seperation between personal & corporate assests o problem of undercapitalizaiton o control is not enough for creditors, must do something unjust | 1 set |
| 67 | occurs when a court refuses to give effect to the separate legal existence of the corporation and imposes personal liability on a shareholder | 1 set |
| 68 | a court must rule that the veil can be pierced creditor must show that the separate existence between the shareholder(s) and the corporation has not been respected. if the separate existence of the corporation has not been respected, then the legal standards become more complicated and more uncertain. | 1 set |
| 69 | a doctrine that says if a shareholder dominates a corporation and uses it for improper purposes, a court of equity can disregard the corporate entity and hold the shareholder personally liable for the orporation's debt and obligations | 1 set |
| 70 | the practice of circumventing the limited liability of a corporate organization and imposing personal liability on the owners. | 1 set |
| 71 | allows for lawsuits to proceed against shareholders & protect shareholders from debts of corporations.... describes a legal decision to treat the rights/duties of a corp. as rights/liabilities of shareholders/ directors. | 1 set |
| 72 | the normal rule that shareholders do not have personal liability for debts of the corporation may be overcome where a dominant shareholder has disregarded the corporate form and operated the firm like it was a sole proprietorship, or a mere "alter ego" of the person. | 1 set |
| 73 | when a close corporation; factors to consider...undercapitalization, no formalities; no dividends; insolvency; siphoning of corporate funds to dominant shareholder; owner mixes checkbook; no corporate records. (goes after the owners) | 1 set |
| 74 | the courts disregard the corporations as an entity and hold the shareholders personally liable for the debt | 1 set |
| 75 | the term used to refer to the courts holding individual shareholders liable for corporate debts; most likely to become a problem in instances where there is a small number of shareholders either in a closely held corporation or in a parent/subsidiary situation. | 1 set |
| 76 | the normal rule that shareholders do not have personal liability for debts of the corporation may be overcome if there is: 1. grossly inadequate capitalization 2. insolvency of the debtor corporation at the time the debt is incurred. 3. commingling of personal/corporate assets 4. "alter ego" (did it look more like a sole proprietorship? were there regular meetings?) | 1 set |
| 77 | process of imposing liability on corporate shareholders for corporate obligations, usually due to commingling of funds or lack of corporate formalities | 1 set |
| 78 | legal doctrine that says you don't get the benefit of limited liability protection if you don't observe the laws governing the entity | 1 set |
| 79 | a doctrine that says if a shareholder dominates a corporation and uses it for improper purposes, a court of equity can: disregard the corporate entity, and hold the shareholder personally liable for the corporation's debts and obligations | 1 set |
| 80 | sometimes hold shareholders personally liable for debts of the corporation 4 circumstances, 1. failure to observe formalitites 2. commingling of assets 3. inadequate capitalization 4. fraud | 1 set |
| 81 | when the shareholder has failed to separate corporate and personal activities and corporate protection is removed | 1 set |
| 82 | court exposes the shareholders to personal liability if corporate privileges are abused for personal benefit. | 1 set |
| 83 | doctrine whereby courts disregard the corporate entity and hold individuals liable for corporate obligations. 1) alter ego 2) inadequate capitalization at time of formation 3) avoidance of existing obligations, fraud, or evasion of statutory provisions | 1 set |
| 84 | court sets aside the unlimited liability protection normally given to corporate shareholders | 1 set |
| 85 | a legal doctrine used by courts to disregard the existence of a corporation thereby holding the shareholders personally liable for the organizations debts | 1 set |
| 86 | parent company is alter ego and justice is when a corporating violates the law in some way | 1 set |
| 87 | attept to treat corp as apartnership so that all shs treated ~= prs unlimited liability and sued individuall ex- | 1 set |
| 88 | you must act like a corporation to be a corporation | 1 set |
| 89 | when a court sets aside the liability protection normally given to corporate shareholders | 1 set |
| 90 | owner is held personally liable to creditor for corporation obligation | 1 set |
| 91 | when law goes after individual members of a company | 1 set |
| 92 | ii. to pcv and hold sh personally liable: 1. they must have abused the privilege of incorporating, and 2. fairness must require holding them liable "to prevent fraud or to achieve equity." | 1 set |
| 93 | 1) injury, 2) formalities not followed, 3) injustice would occur | 1 set |
| 94 | totality of circumstances whether corp is facade for dominant sh's dealings - neglect of corporate formalities - undercapitalization of corporate assets - use of corporate assets as own - self dealing with corp - siphoning of corp funds - use of corp form to avoid stat requirements or legal obligations - sh impermissible control or domination over corp - wrongful, misleading, fraudulent dealing with creditor | 1 set |
| 95 | the courts will disregard the corporate entity when it is used to defeat public conveinience, commit a wrongdoing, protect fraud, or circumvent the law | 1 set |
| 96 | courts will ignore the corporate structure, exposing the shareholders to personal liability in the cases of unlawful acts | 1 set |
| 97 | can occur when there is fraud, under-capitalization of the business, or intermingling of the assets of the business w the person's own assets | 1 set |
| 98 | disregard of the corporate entity; under certain circumstances creditors may seek to reach the shareholders by persuading the court to disregard the corporation entity; make the shareholders liable | 1 set |
| 99 | call out a firm if acting like a corp & not following procedures to maintain the corp status and liability - "if you don't "act " like a corporation then the law will impose personal liability on shareholders - ex. no board of directors, no signed documents in corp name, you signed something | 1 set |