Mariana Pargendler, Veil Peeking: The Corporation As a Nexus for Regulation, University of Pennsylvania Law Review (forthcoming), available at SSRN. It is time to retire the term ‘veil piercing’ from debates about corporate rights. Scholars have been drawn to the veil piercing language because of the tendency of courts to ignore the separate legal personality of a corporation when determining whether it may assert a particular constitutional or statutory right. For example, in Burwell v Hobby Lobby Stores, Inc, the Supreme Court looked to the religious beliefs of the shareholders in allowing the corporation to claim protection under the Religious Freedom Restoration Act. Yet cases like Hobby Lobby, in which shareholders assert a corporate right to avoid an otherwise applicable law or regulation, are quite different from veil piercing cases in which creditors seek to access shareholder assets in satisfaction of a corporation’s debt. These deviations from following the general rule of ‘corporate separateness’ are analytically and functionally distinct … (more)
[Elizabeth Pollman, JOTWELL, 16 October]
First posted 2020-10-18 10:21:27
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