The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Mon, 13 Apr 2026 18:42:00 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png The Three Justifications for Piercing the Corporate Veil – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 The Three Justifications for Piercing the Corporate Veil https://corpgov.law.harvard.edu/2014/03/27/the-three-justifications-for-piercing-the-corporate-veil/?utm_source=rss&utm_medium=rss&utm_campaign=the-three-justifications-for-piercing-the-corporate-veil https://corpgov.law.harvard.edu/2014/03/27/the-three-justifications-for-piercing-the-corporate-veil/#comments Thu, 27 Mar 2014 13:20:07 +0000 http://blogs.law.harvard.edu/corpgov/?p=61465?d=20141215164237EST Posted by Jonathan R. Macey, Yale Law School, on Thursday, March 27, 2014
Editor's Note:

Jonathan R. Macey is the Sam Harris Professor of Corporate Law, Corporate Finance and Securities Law at Yale University. The following post is based on an article co-authored by Professor Macey and Joshua Mitts of Sullivan & Cromwell LLP. The views in this post are those of Mr. Mitts and not his employer.

The doctrine of piercing the corporate veil is shrouded in misperception and confusion. On the one hand, courts understand the fact that the corporate form is supposed to be a juridical entity with the characteristic of legal “personhood.” As such courts acknowledge that their equitable authority to pierce the corporate veil is to be exercised “reluctantly” and “cautiously.” [1] Similarly, courts also recognize that it is perfectly legitimate to create a corporation or other form of limited liability company business organization such as an LLC “for the very purpose of escaping personal liability” for the debts incurred by the enterprise. [2]

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