for what it worth
http://en.wikipedia.org/wiki/Piercing_the_corporate_veilhttp://www.legalserviceindia.com/articles/corporate.htmhttp://answers.yahoo.com/question/index?qid=20080212143458AARBFa0from answers:
Okay - here's where "piercing the corporate veil" comes in. Sometimes, when investors are also officers who run the company, they run it really really badly. Stupidly. Irresponsibly. Maybe even illegally. When that happens, the law says that the corporate form shouldn't protect those particular investor-officers.
Let's say you and I are investors in a company, each in for 20%. But let's say that I am also the CEO, and you are just someone who owns 20% but doesn't actually run the business. You are kept apprised of what's going on periodically, but you don't make the decisions.
Now, let's say I take some of the corporation's money to Vegas and lose it, and the corp can't pay its electric bill. Now, under the general rule I discussed above, since you and I are 20% investors then we are each liable for 20% of the electric bill. But that isn't fair, is it? It isn't fair that you should be on the hook for 20% of that electric bill when the bill wasn't paid because I did something unlawful.
Since I personally did this bad thing, the law makes an exception to the general rule. It says that I personally should be liable to the electric company. It says that the electric company should be able to "lift" or "pierce the corporate veil" that would otherwise protect me as an investor, and reach out and get me, personally, to pay for the entire electric bill.
So that's what piercing the corporate veil is: it's an exception that allows for investor's to be held entirely responsible (the old-fashioned way they used to) for debts of the corporation. But it usually only applies when the investor has done something bad in running the company that he should not have done. Usually something illegal or unlawful.
Just came by to browse this thread as I haven't been here for a while. I notice the above extract about "piercing the corporate veil" and thanks to Vladimir for pulling it up. I would just like to point out it is not very accurate, but it's not a bad attempt from answers.com.
Generally, the company structure provides clear warning to people that they are contracting with an entity with limited liability. For shareholders with fully paid shares, they owe no duties to any third party. So in the above, if I was the other 20% shareholder, the power-company has no grounds to ask me for money.
If I was an officer/director of the company and the company traded recklessly or insolvent, then I may be personally liable for the debts/liabilities incurred during that period.
Piercing the corporate veil is a rare circumstance. It needs to be proven an officer/director of the company is using funds/resources as if it was their own. Therefore, it would need to be proven that another officer/director should be held individually responsible rather than all directors jointly.
So, if Bitcoinica is operating as a limited liability company, the course of action is against the directors from the point in time they became insolvent. Until then, claims are limited to their available assets as paid capital might be near zero (say $10).
(as an aside, I noticed today the Financial Markets Authority is on the floor below mine)