Reverse-veil piercing claims—holding a company liable for a individual’s actions if recognizing the corporate form would cause fraud or similar injustice—have gained steam in recent years, challenging the limited liability protections offered by US corporations and limited liability corporation (LLCs); much to the delight of creditors.

Traditionally, corporate veil piercing concerns attaching liability to a parent company for acts of its subsidiary, or to an individual shareholder or director for a company’s debts. Reverse piercing, the inversion, is a logical mechanism to reach assets a debtor hides or transfers to a business entity. Yet despite consisting of the same general elements of traditional veil-piercing, reverse piercing has struggled for acceptance, and supportive precedent is often sparse.

Courts’ Acceptance of Claims/Broad Equitable Test

法院承认[1]外部的反向揭开面纱索赔通常适用传统揭开面纱分析中使用的标准，即利益或所有权的统一，以确定目标公司在本质上是个人的另一个自我。因为传统的穿孔、倒置的概念，要么很少适用，要么几乎无法证明，i.e.个人完全由公司控制，特别是当个人是唯一的利益相关者时，法院承认索赔的重点是广泛的、事实密集的公平标准，寻求平衡司法利益。

Earlier this year, the U.S. Court of Appeals for the Fourth Circuit addressed a reverse-veil piercing claim and endorsed its application under Delaware law.天空电缆有限责任公司。DirecTV公司。, 886 F.3d 375 (4th Cir. 2018).[2] While the federal court’s opinion is not binding Delaware law, the opinion provides significant optimism—and persuasive authority—to creditors dealing with entities in the US’s most sophisticated and developed state court system. The ruling also bolsters a previous opinion vaguely alluding to Delaware’s acceptance of reverse claims.Crystallex Int'l Corp. v. Petróleos de Venezuela, S.A., 213 F. Supp. 3d 683, 690 n.7 (D. Del. 2016),rev’d on other grounds, 879 F.3d 79 (3d Cir. 2018).

In直接电视, the Fourth Circuit held Randy Coley liable in a fraudulent TV programming scheme, awarding DirecTV a $2.3 million judgment. When unable to collect on the judgment against Coley, individually, DirecTV asked the court to reverse pierce the corporate veil of three LLCs owned by Coley in order to execute on the companies’ assets. The federal district court granted the request, finding the companies were “alter egos” of Coley and that Delaware would recognize reverse veil piercing under the circumstances. In affirming the district court, the Fourth Circuit stated the law is clear “that a corporate form cannot be used as a ‘shield’ to hinder creditors from collecting on adjudicated claims.” Reverse veil piercing, the court found, is particularly appropriate when an LLC has just a single member, as there is no concern about the effect it will have on other members who may have an interest in the company’s assets.

Courts applying the reverse doctrine have done so even when the individual debtor has no ownership interest in the target company, a different situation from直接电视. 其意义在于，一般而言，针对有限责任公司的押记令只允许判定债权人从有限责任公司获得债务人的股份分配/利润，而不强制进行分配。债务人将自己从股东或股东的身份中除名，押记令对债权人几乎没有好处，因此强烈需要反向冲孔。

Other examples where liability based on reverse-veil piercing has been recognized, includes:

• 加利福尼亚：Curci投资s, LLC v. Baldwin, 14 Cal. App. 5th 214 (Cal. 2017) (reverse-veil piercing not precluded against a limited liability company (LLC) because no innocent members affected—and distinguishing from application against corporations, which claim been held inapplicable to).
• 佛罗里达州：Estudios, Proyectos e Inversiones de Centro Am., S.A. [EPICA] v Swiss Bank Corp. [Overseas] S.A., 507 So. 2d 1119 (Fla. 3d DCA 1987) (accepting the reverse-veil piercing doctrine in Florida).
• Nevada:利物浦市场。集团公司。卢米斯, 116 Nev. 896(2000) (lack of individual debtor’s ownership in target company does not preclude reverse-veil piercing liability).

New York:State v. Easton,169 Misc. 2d 282 (N.Y. App. Div. 1995) (allowing a corporation's assets to be reached through reverse piercing where the debtor did not own a single share of the corporation's stock).

Hurdles in Reverse Veil Piercing/Innocent Stakeholders

尽管需要打击骗子隐藏assets in businesses, the ripple effects to target company creditors, nonculpable shareholders, members, and other stakeholders, may impede the full and widespread application of reverse piercing. While third-party interests typically have little relevance in traditional veil piercing actions—as the liability extends to only one newly-liable person or entity—third-parties affiliated with targets of reverse piercing claims could bear the brunt of creditor-friendly rulings. While creditors may want to take the view that this is merely a negligible unintended consequence of dealing with unscrupulous actors, recent law sees it as a possible complete bar to liability (as found inCalifornia,Curci投资s). However, the opposite is also true—there are ample grounds to prevail when the debtor is the sole owner of the target, like in直接电视, or the fraudster shares ownership with family members or others not at arms-length.

其他法院，如新泽西州的法院，对反向穿孔的适用持不同意见，即拒绝确认其接受，同时注意不要取消欺诈行为所产生的补救措施。Mitsui O.S.K. Lines v. Cont'l Shipping Line, Inc.，No.04-2278，2007 WL 19592502007 U.S.Dist.LEXIS 48216（D.N.J.2007年6月29日）（确定传统的公司面纱刺穿可以反向应用，但是新泽西州没有报告应用它的决定）。

Reverse-veil piercing claims are often brought during post-judgment proceedings in conjunction with post-judgment discovery and execution charging orders (redirecting limited liability company member distributions from the entity to a creditor); such discovery and reverse-veil piercing claims often go hand-in-hand with counts for successor liability (when a debtor ceases trading and a substantially similar new entity is established), and fraudulent conveyances.

In sum, despite the challenge in finding businesses to be the alter egos of their owners and directors through reverse veil-piercing, it remains a powerful and useful arrow in the quiver of creditors enforcing awards throughout the US, poised to gain further acceptance.

M. Zachary Bluestone
Gabriel Bluestone
Bluestone Law Ltd., Washington, DC
Bluestone continues to be at the forefront of creditor’s rights, and asset/debt recovery law in the U.S. and abroad. In addition to representing leading government agencies worldwide, the Bluestone team advises creditors and judgment/award holders of all types.

[1] “外部人”反向穿孔适用于外部第三方（通常是债权人）通过对个人的判决敦促法院使公司承担责任的情况。