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Fraudulent Transfer... From Reddit... Piercing the corporate veil would mean disregarding the corporate form entirely. It usually comes up when the owner-mana
by farceSpherule 2y ago
Fraudulent Transfer...
From Reddit...
Piercing the corporate veil would mean disregarding the corporate form entirely. It usually comes up when the owner-manager of a company fails to distinguish the corporation as a separate entity with its own purpose and finances, using the company as a personal piggie bank or otherwise going about life as usual and not going through the motions required of corporations under the law.
What plaintiffs have alleged against the Sacklers is different, and specific to bankruptcy. Perdue is out of money and is bankrupt, mostly because it caused billions of dollars of damages to hundreds of thousands of people and to the states (which now have to clean up the opioid mess). But not that long before it went bankrupt, it was swimming in money. Perdue didn't use those profits to avoid harming people. Nor did it keep the money on hand to pay potential tort claims from the people it was harming. Instead, Perdue's officers and board of directors (that is, the Sacklers) approved dividends of billions of dollars to be paid to the company's shareholders (that is, again, the Sacklers).
The plaintiffs in various lawsuits have alleged that the Sacklers knew that the profits were temporary and the bill would come due, so they purposefully got the money out of the company while the getting was good. More technically: it is alleged that Perdue's owners received assets that were transferred from Purdue with actual intent to hinder, delay, or defraud creditors.
One thing you absolutely are not allowed to do is use your company to rack up a bunch of debt or liability, take all the assets out of the company, and then declare bankruptcy and expect to get to keep the money. We call that "fraudulent transfer," and if a court finds that you did fraudulent transfers from your company to your personal bank account you will be ordered to pay that money back to the company (so it can use that money to pay back its creditors and other claimants). The company still exists, it's a distinct legal person (so not technically piercing the veil), you just took the company's money as if it were a profit when you knew full well the company couldn't afford to pay out profits.
One big difference between the concepts is this: If Perdue's corporate veil were pierced, the Sacklers would be personally on the hook for all the harm their company caused -- they could lose their bank accounts, vacation homes, nice cars, artwork, everything, as if they themselves (rather than "Perdue") had been the ones going around knowingly fueling a drug addiction crisis. Whereas if they merely engaged in fraulent transfer of assets, the Sacklers are only on the hook to give back what they fraudulently took from the company during the period it can be proven that they knew of the looming liability -- limited to the statute of limitations, which I think is around 6 years. So all the money they made before that, and all the money they have from non-fraudulent sources, is safe from creditors.