In a case of first impression, the Vice Chancellor Joseph R. Slights III in Manichaean Capital v. Excela Technologies, C.A. No. 2020-0601-JRS (Del. Ch. May 25, 2021) refused to dismiss a claim to use reverse veil-piercing to execute upon a limited liability company charging order issued to the plaintiffs in their efforts to collect a judgment in an appraisal action. Although Delaware law protects corporate separateness, those protections can give way in exceptional circumstances where the corporate form is used to perpetuate fraud or injustice—for example, to avoid the judgment in an appraisal action. Because reverse veil-piercing targets the same wrongdoing as traditional veil-piercing, and because the risks unique to reverse veil-piercing can be managed, the vice chancellor concluded that “there is a place for a carefully circumscribed reverse veil-piercing rule within Delaware law.”

Background