Piercing the Corporate/LLC Veil Seminar Materials


One of the great benefits of organizing a business entity as a corporation or LLC is that the corporation is solely responsible for any debts; shareholders or members are liable only to the extent of their investment. There are times, however, when a creditor seeks more than the corporation’s assets. It attempts to reach the shareholder’s personal assets, thereby “piercing the veil” offered by the corporate structure. Under what circumstances can the shareholders be held liable? How can shareholders resist piercing of the veil?

This publication addresses this complex issue from both the plaintiff’s and the defendant’s point of view, highlighting the issues at stake and sharing practical tips to assist your representation of your client’s interests.

This comprehensive, stand-alone publication is direct from an August 2011 seminar. It is available for download. Click here for more information on electronic books.


  1. Introduction: What is Veil Piercing?
  2. Black Letter Law
  3. The Nature of the Parties
  4. Differences Depending on the Action
  5. Timing Considerations

Copyright © 2011 Virginia Law Foundation. All rights reserved.

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Table of Contents

I. Introduction: What is Veil Piercing?


A. In General

B. The Veil Protects in Two Directions

C. How Strong is the Corporate Veil?


II. Black Letter Law


A. Black Letter in General: When is the Corporate Veil Pierced?

B. Keeping it Simple – The “I Factors” Analysis

C Informality: Evidence of Control (Alter Ego, Alias, Stooge, or


D. Impropriety

E. Initial Undercapitalization

F. Is piercing a question of law or fact, and who is the trier of


G Hypothetical Scenarios


III. The Nature of the Parties


A. Plaintiff – Government Agency v. Corporate Plaintiff v.


B Targets of Veil Piercing Action

C. Hypothetical – “Who is the bad actor?”


IV. Differences Depending on the Action


A. What Substantive Law Governs a Piercing Attempt?

B. Application of Virginia Law—State Courts v. Federal Courts

C. Tort v. Contract Claims


V. Timing Considerations


A. Piercing for personal jurisdiction purposes

B. Piercing during the underlying action for purposes of liability

C. Piercing in a separate action to collect on a prior judgment

D. Is a prior judgment against the corporate entity required?

E. What is the statute of limitations for a piercing claim?



Jonathan T. Blank

Michael J. Finney

Gregory D. Habeeb

Paul D. Jenkins

Seth W. Stoughton

Daniel R Sullivan


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