Chapter 4: veil piercing Flashcards
(15 cards)
Art 2325 ICC
sole SH liability
Art 2497 ICC
parent-sibling liability
adams VS cape industries
corpo established to avoid obligation
elements to pierce veil in US
unity of interest
inequity (fraud)
creditor awareness
indicators of elements breach
mix perso & corpo funds, fraud, gross undercapitalization, lack of corpo formalities (BOD)
empirical evidence of breaching corpo veil in the US
sole or few SH
small / private comp
contract case vs tort case (+international law)
3 pillard in EU
min K requirement (II directive)
K formation (contribution in kinds)
K maintenance (dividend/share buybacks)
(+) min K requirement
creditor safety
SH & director committed
promote fairness for creditors that arent bank
↑ market trust
(-) min K requirement
barrier to entry
K ≠ solvency (business activity + debt)
expert valuation questionable
recapitalization & liquidate -> opportunistic behaviour -> harm min
Groups benefiting
incumbent management
accountants & lawyer
incumbent firm
banks
consideration to draft charter
which provision or bylaws to include
rules concerning future Δ
is it public ? is it enforceable
Centros vs Erhvervs
↑ english private comp limited shares
inspire act (netherlands)
apply national comp law to foreign comp
cartesio rulling
two-tier systems: immigration & emigration
restrict Treaty of Freedom
non-discriminatory application
justified by imperative
not go beyond necessary
