Veil Peeking: The Corporation as a Nexus for Regulation

Legal and economic scholarship views the provision of asset partitioning (the separation between the assets of the corporation and its shareholders) as the essential economic role of corporate personality. This Article contends that this view is incomplete. First, it identifies the provision of regulatory partitioning (the separation between the legal spheres of the corporation and its shareholders for purposes of the imputation of legal rights and duties) as another fundamental function of the corporate form. Second, it shows that regulatory partitioning is not absolute. In various areas of law and for different purposes, the law “peeks” behind the corporate veil to ascribe legal rights or duties of shareholders to the corporation.

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