Piercing the Corporate Veil by Tort Creditors

This Article reviews the corporate veil-piercing tests courts are increasingly using to grant leniency to tort creditors and the justifications that are most likely to predict veil piercing success by such creditors. This Article concludes that courts tend to use the same veil piercing test for both contract and tort creditors, but re-weigh the factors that are influential in predicting such veil-piercing outcomes

Veil-piercing

From its inception veil-piercing has been a scourge on corporate law. Exactly when the veil of limited liability can and will be circumvented to reach into a shareholder's own assets has befuddled courts, litigants, and scholars alike. And the doctrine has been bedeviled by empirical evidence of a chasm between the theory and practice of veil-piercing; notably, veil-piercing claims inexplicably seem to prevail more often in Contract than Tort, a finding that flouts the engrained distinction between voluntary and involuntary creditors. With a dataset of 2,908 cases from 1658 to 2006, this study presents the most comprehensive portrait of veil-piercing decisions yet. Unlike predecessors, this study examines Fraud, a long-suspected accessory to veil-piercing, as well as specific subclaims in Contract, Tort, and Fraud, to provide a fine-grained portrait of voluntary and involuntary creditors. And this study analyzes the rationales instrumental to a piercing decision. The findings largely comport with our legal intuitions. The most successful civil veil-piercing claims lie in Fraud or involve specific evidence of fraud or misrepresentation. Further, claims not only prevail more often in Tort than Contract, but they also adhere to the voluntary-involuntary creditor distinction. Surprisingly, though, veil-piercing presents a greater risk to individual shareholders than corporate groups

A Model Infectious Disease Curriculum for Fourth Grade Students: Integrating Prevention and Education Concepts in the Classroom

Despite the significant need for prevention education and updated disease curricula in elementary schools, there is a deficit of model units, lesson plans, and activities at the fourth grade level. An infectious disease and prevention teaching unit has been developed, following guidelines specified by the Centers for Disease Control and Prevention and a format consistent with proven pedagogical methods. This curriculum was tested in five classrooms with a total of 94 students.Prior to implementation, an assessment of all fourth grade teachers in the district examined their perceived knowledge of infectious diseases and their perceived self-efficacy in teaching such content. Evaluation of student progress included student pre and post-tests to assess changes in knowledge. Upon completion of the unit, teachers evaluated the unit to determine its relevance, effectiveness, and ease of implementation, and completed a post-test on their own knowledge and efficacy.Results indicate that the unit was effective in increasing student comprehension and interest in infectious disease prevention, and teacher efficacy in delivery of the material. This model curriculum can serve as a foundation to increase school health education in critical public health areas such as infectious diseases and preparedness, and provide an early introduction to public health careers

Veil-piercing unbound

Veil-piercing is an equitable remedy. This simple insight has been lost over time. What started as a means for corporate creditors to reach into the personal assets of a shareholder has devolved into a doctrinal black hole. Courts apply an expansive list of amorphous factors, attenuated from the underlying harm, that engenders under-inclusive, unprincipled, and unpredictable results for entrepreneurs, litigants, and scholars alike. Veil-piercing is misapplied because it is misconceived. The orthodox approach is to view veil-piercing as an exception to limited liability that is justified potentially only when the latter is not, a path that invariably leads to examining scenarios based on different types of creditors/claims, corporations, and shareholders. But the occasion to seek derivative relief from a shareholder arises only when a claim cannot be enforced against a defendant corporation. Veil-piercing is thus a secondary remedy, detached from limited liability and its rationales. To fix veil-piercing, corporate law must look beyond itself. For centuries the law of restitution has featured the constructive trust, an equitable remedy that disgorges misappropriated assets from unjustifiably enriched parties. This Article novelly re-conceives veil-piercing as constructive trust and demonstrates how its application to judgment-proof corporations can yield more coherent and effective results

Flow and air-entrainment around partially submerged vertical cylinders

In this study, a partially submerged vertical cylinder is moved at constant velocity through water, which is initially at rest. During the motion, the wake behind the cylinder induces free-surface deformation. Eleven cylinders, with diameters from $D=1.4$ to 16 cm, were tested at two different conditions: (i) constant immersed height $h$ and (ii) constant $h/D$. The range of translation velocities and diameters are in the regime of turbulent wake with experiments carried out for $4500<Re<240 \,000$ and $0.2<Fr<2.4$, where $Re$ and $Fr$ are the Reynolds and Froude numbers based on $D$. The focus here is on drag force measurements and relatively strong free-surface deformation up to air-entrainment. Specifically, two modes of air-entraiment have been uncovered: (i) in the cavity along the cylinder wall and (ii) in the wake of the cylinder. A scaling for the critical velocity for air-entrainment in the cavity has been observed in agreement with a simple model. Furthermore, for $Fr>1.2$, the drag force varies linearly with $Fr$