Corporate Litigation

corporate litigation
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What Influenced Career Change to Criminal Law

Corporate Formalities – Litigators Know This

As a corporate “shareholder”, limited liability company (LLC) “member” or limited partnership (LP) “limited partner”, your liability for company debts and obligations is generally limited to the amount you paid for your ownership interest in the company. That is generally because when your company articles were filed with the state, the state breathed life into it as an “artificial” entity – a corporate “fiction”. As a separate legal “person” the state granted your company its personality; the privilege to do business in its own name; the privilege to buy and sell property; the privilege to sue and be sued; and, among other things, the privilege of limited liability for the company owners.

But…after the company is formed your actions as an owner, director or officer can jeopardize the company’s separate legal and tax status, and your personal limited liability.

Your small business entity is entitled to all the same benefits, tax deductions, write-offs, privileges and perquisites as the large companies and firms.

It is also bound by all the same rules of corporate governance as the large companies and firms. Courts – and the IRS – are crystal clear on this subject: If you neglect to treat your company as a separate legal entity, they will too. They will set it aside and impute personal liability to you, and disallow tax deductions. To do just that, they use rulings that contain terms like “alter ego”, “nominee”, “self dealing”, “arm’s length”, “commingling”, and “failure to observe corporate formalities”.

Litigators know this. They also assume that you neglect the details of good corporate governance, like holding meetings, adopting resolutions and recording these events in corporate minutes. They know that most people are ignorant, intimidated, or just too busy to tend to the formalities. It is the easiest thing for them to prove, so that’s exactly what they focus on when they launch their attack on you and your company.

Your personal battle starts with a lawsuit, judgment, lien, seizure, bankruptcy, divorce, or, God forbid…a revenuer’s Notice of Examination. Among the first salvos launched by counsel for the plaintiff, or the Revenue Agent: A subpoena duces tecum, or summons, for copies of your formal corporate minutes and records. That’s the way it works. You’d better have them in good order. Or else…YOU LOSE.

What stands between you and your corporation is its veil. That armor shield keeps corporate creditors, litigants, revenuers and other would-be adversaries from merging you with your company. If they can do that, they can steal your personal assets to satisfy their claims against the company – valid or not.