> If the LLC members personally guarantee performance, piercing the veil isn't involved (because they are personally liable ab initio.) I agree. That’s half my

> If the LLC members personally guarantee performance, piercing the veil isn't involved (because they are personally liable ab initio.) I agree. That’s half my point: why set up an LLC if every bank and company you deal with has you personally accept liability anyway? > If they don't, standard analysis of both the way the company is operated is done, the same as would occur with a noncontract liability where veil-piercing is sought. That’s how it’s supposed to work, yes. > So, it's certainly possible for the veil to be pierced in a contract case but not an auto accident liability case, but it's just as possible the other way around. The features you've specified and intuited are the basis for the decision to pierce the veil. I’m not the one doing the intuiting; it was one of UCLA’s corporate law professors. I will acknowledge that his proposal is twenty years old, and the “intuition aspect” is based on whether the approaches used by various states actually achieve the expected policy outcome. That is, if the courts don’t decide whether to pierce the veil based on questions like “is this simply an attempt to get another bite at the apple?” then it’s hardly a surprise that many attempts to get a second bite at the apple succeed. And if the question of whether I can personally sue the owner of a pizza restaurant or have to live with the restaurant’s limited liability is based on whether he has copies of the minutes from his formal board meetings, it’s likely that the decision to pierce or not to pierce won’t actually advance the desired policies. ---- It does look like I had the wrong paper, though. The one I linked to makes the argument that veil piercing is unprincipled, but https://scholarship.law.berkeley.edu/cgi/viewcontent.cgi?article=1068&context=bblj https://scholarship.law.berkeley.edu/cgi/viewcontent.cgi?art... gives the numbers (eight years old, at this point).