Professor Seth C. Oranburg turns to limited liability companies, examining how veil-piercing principles apply to this increasingly common business form. While LLCs share the core purpose of shielding owners from personal liability, their flexible statutory frameworks, reduced formality requirements, and prevalence of single-member structures create distinct risks—and sometimes make it easier for courts to find unity of interest between the entity and its owners. The focal point is Kaycee Land & Livestock v. Flahive (Wyo. 2002), the landmark case establishing that LLC veils can be pierced under the same equitable principles as corporate veils, even absent allegations of fraud. The Wyoming Supreme Court held that statutory liability protection under the Uniform Limited Liability Company Act is not absolute and remanded the case for application of adapted corporate factors, including undercapitalization, commingling of funds, and misuse of the entity. From Kaycee and related examples, Oranburg explores: Why single-member LLCs face heightened scrutiny due to the “presumption of unity” problem. How operating agreements can demonstrate (or undermine) separateness. The role of involuntary creditors, such as tort victims of environmental harm, in veil-piercing analysis. How courts adjust traditional corporate factors to account for LLC flexibility, focusing less on formalities and more on capitalization, record-keeping, and asset segregation. Emerging questions about series LLCs and other novel structures. The episode concludes that while LLCs offer attractive flexibility, owners must be intentional about preserving separateness—particularly when the absence of formal governance creates opportunities for abuse.

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