66 Pages Posted: 25 Feb 2010 Last revised: 5 Dec 2010

See all articles by Peter B. Oh

Peter B. Oh

University of Pittsburgh - School of Law

Date Written: February 20, 2010


From its inception veil-piercing has been a scourge on corporate law. Exactly when the veil of limited liability can and will be circumvented to reach into a shareholder’s own assets has befuddled courts, litigants, and scholars alike. And the doctrine has been bedeviled by empirical evidence of a chasm between the theory and practice of veil-piercing; notably, veil-piercing claims inexplicably seem to prevail more often in Contract than Tort, a finding that flouts the engrained distinction between voluntary and involuntary creditors.

With a dataset of 2908 cases from 1658 to 2006 this study presents the most comprehensive portrait of veil-piercing decisions yet. Unlike predecessors, this study examines Fraud, a long-suspected accessory to veil-piercing, as well as specific sub-claims in Contract, Tort, and Fraud to provide a fine-grained portrait of voluntary and involuntary creditors. And this study analyzes the rationales instrumental to a piercing decision.

The findings largely comport with our legal intuitions. The most successful civil veil-piercing claims lie in Fraud or involve specific evidence of fraud or misrepresentation. Further, claims not only prevail more often in Tort than Contract, but adhere to the voluntary-involuntary creditor distinction. Surprisingly, though, veil-piercing presents a greater risk to individual shareholders than corporate groups.

Keywords: Contract v. Tort, Corporate Disregard, Corporate Groups, Fraud/Misrepresentation, Limited Liability, Piercing the Corporate Veil, Veil-Piercing, Voluntary v. Involuntary Creditors

JEL Classification: K10, K12, K13, K22, K41, K42, O51

Suggested Citation

Oh, Peter B., Veil-Piercing (February 20, 2010). Texas Law Review, Vol. 89, p. 81, 2010, U. of Pittsburgh Legal Studies Research Paper No. 2010-06, Available at SSRN:

Peter B. Oh (Contact Author)

University of Pittsburgh - School of Law ( email )

3900 Forbes Avenue
Pittsburgh, PA 15260-6900
United States
412.648.1101 (Phone)
412.648.2648 (Fax)


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