Minnesota Journal of Business Law & Entrepreneurship
Limited liability is a fundamental principle of corporate law. Yet liability has never been absolutely limited. Courts occasionally allow creditors to "pierce the corporate veil," which means that shareholders must satisfy creditors' claims. "Piercing" seems to happen freakishly. Like lightning, it is rare, severe, and unprincipled. There is a consensus that the whole area of limited liability, and conversely of piercing the corporate veil, is among the most confusing in corporate law. 1
John H. Matheson, Choice of Organizational Form for the Start-Up Business, 1 Minn. J. Bus. Law & Entrep. 7 (2002), available at http://scholarship.law.umn.edu/faculty_articles/107.