Allows a federal court in a case in which subject

: allows a federal court in a case in which subject matter jurisdiction is based on a question of federal law to exercise
personal jurisdiction over a foreign defendant that has enough contacts with the U.S. as a whole to establish personal jurisdiction
Piercing the Corporate Veil:
 Commit fraud, and person who committed fraud has control of company if business or sole owner disregards formalities then law doesn’t protect them from liability,
courts can hold stakeholders personally liable
 Courts may do this so that creditors of the corporation may recover from personal pocketbooks of shareholders; law = vague; decisions are case by case; will not
pierce veil if it is a public corporation with widely-held shares; limited to closely-held (private) corporations
 A public company with widely held shares may NOT be pierced. Close ones can. Pg. 616
 Recover money from SHs. Debt is personally liable.
 Corporate entity is well-recognized in American law and limited liability is an important benefit for shareholders, in some situations policy considerations will dictate
that courts pierce the corporate veil so creditors of the corporation may recover from the personal pocketbooks of shareholders
 No single factor is determinative. (results from a buildup of factors)
 Obliterates liability protection if granted
 Factors: (11 total) - no single factor is a determinate and not necessarily sinister
o Failure to collect paid-in capital
 On paper, someone invests money but never collects that
o If a business is undercapitalized
 Amount of assets is insufficient for ongoing operations
o Sole ownership of stock by 1 person
o Addresses
o Use of same advisors
o Manipulation of assets/liabilities
 Why you don’t use a company credit card for personal reasons and vice versa
 Proof must be shown that disregarding corporate entity is necessary for administration of justice
 Control of company does not equal the commitment of fraud/ wrongdoing to pierce the veil → no piercing
 Requirements of Piercing Corp. Veil
Plant Patents:
 May be granted to anyone who invents or discovers and asexually reproduces any distinct and new variety of plants
Plaintiff Qualifications:
 Most jurisdictions impose two types of ownership requirements
 First, the contemporaneous ownership requirement demands plaintiffs must have owned shares of the corporation at the time of the challenged transaction
 Second, the continuous ownership requirement demands that plaintiff remain a shareholder continuously until judgement.
Pointing at a hole (ETHICS):
 It’s a problem, but is it MY problem?
 Own your problems and try to fix it
 Example: Chicago Street Holes, construction workers do nothing about it
Poison Pill:
 A takeover defense, usually inserted in a corporation’s articles of incorporation, that makes it virtually impossible for any third party bidder to gain control of the
corporation.