Class 11 Corporations_bb

Class 11 Corporations_bb - Corporations Business...

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Corporations Business Organizations
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For today Finish piercing Finish Bristol Myers Frigidaire Begin substance of fiduciary duties AP Smith v. Barlow Dodge v. Ford Schlensky v. Wrigley
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Corporate shareholders One interpretation of outcome in Bristol Myers While test is the same, courts may be less rigorous with doctrinal requirements for proof when the “piercee” SH is a corporation; In fact, some have argued that such a rule makes sense as a normative matter. “Entity” theory of liability (not embraced by any US court, at least yet) Question: If this is where PCV doctrine is evolving, is there any alternative organizational
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Piercing and “choice of law” Restatement 2nd of Conflict of Laws § 307 aka, The Internal Affairs Doctrine applied to PCV “The local law of the state of incorporation will be applied to determine the existence and extent of a shareholder's liability to the corporation for assessments or contributions and to its creditors for corporate debts.” Many jurisdictions follow a different approach, however: NY: Use law of state having greatest interest in the litigation. Intercont'l Planning, Ltd. v. Daystrom, Inc., 248 N.E.2d 576 (N.Y. 1969) DE: Tends to use Delaware piercing doctrine if either the corporation or the (corporate) parent is a DE corporation
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Frigidaire Sales Corp. v. Union Properties Inc Commercial Investors (Limited Partnership Union Properties (general partner) Manon, Baxter (limited partner in CI, officers, directors and shareholders on UP) Frigidaire Sales Corporation contract
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Avoiding “Piercing” Respect corporate formalities Governance structure, minutes No commingling of assets
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Class 11 Corporations_bb - Corporations Business...

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