In this opening episode, Professor Seth C. Oranburg lays the groundwork for understanding corporate veil-piercing—the judicial doctrine that can hold business owners personally liable despite the protections of limited liability. Using real appellate cases, the discussion traces the balance courts strike between encouraging entrepreneurship and preventing abuse of the corporate form. The episode begins with Walkovszky v. Carlton (N.Y. 1966), where a deliberately fragmented taxi business raised questions about whether the corporate structure was designed to evade responsibility for accident victims. It then turns to Becker v. Interstate Properties (3d Cir. 1977), a construction injury case highlighting undercapitalization and chains of contracting. Alongside these modern examples, historical background from the Salomon v. Salomon & Co. decision and the early English “Bubble Act” situates limited liability in its economic context. Throughout, listeners learn how doctrines from the Model Business Corporation Act, Delaware law, and the Uniform LLC Act protect personal assets while leaving room for judicial intervention when companies are mere “alter egos” of their owners. The episode closes by previewing upcoming installments, where veil-piercing tests, LLC variations, reverse and horizontal piercing, and modern applications will be explored through additional case studies.

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“What did the council decide on item 42?” — answered with the speaker and the moment.

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