In its simplest form, the piercing of the corporate veil is an equitable remedy available to the creditors of corporate entities to request the court to hold their owners liable for the corporate debts. The underlying cause of action against the corporate entity could be a contract or tort action, none of which is attributable to its owners. For the creditors, the veil-piercing is desirable as their last resort to recover their damages while for the owners, it is detrimental as it exposes them to the type of liability that they wished to exonerate themselves from by forming a company in the first place. These two competing interests drive the forces behind the state laws on substantive elements and procedural requirements for veil-piercing: the more favorable the state policy is toward preserving limited liability, the harder it is under the state law for the court to disregard corporate entity, and the other way around. Pennsylvania law adopted a “strong presumption” against veil-piercing, see Stephen B. Presser, “Section 2:42.Pennsylvania, in Piercing the Corporate Veil,” (last updated July 2018).

Substantive Elements

Pennsylvania state and federal courts applying Pennsylvania law has long listed a vast set of factors that the court may consider in its decision to disregard the corporate shield, including, among others, using the corporate form as a sham to pursue fraudulent or illegal activities or to cause injustice, ignoring corporate formalities, undercapitalizing the company and exerting control to influence the corporate decisions and actions for personal interests. A combination of any number of these factors may convince the court that equity requires holding the owner personally liable for corporate debts, see, Good v. Holstein, 787 A.2d 426, 430 (Pa.Super. 2001); E. Minerals & Chemicals v. Mahan, 225 F.3d 330, 336 (3d Cir. 2000).

In its more complicated form, the creditors of a subsidiary in a corporate group may plead veil-piercing to hold the parent company liable for the debts of the subsidiary. This is especially helpful in cases where the subsidiary is undercapitalized while the parent company has sufficient resources to cover the contractual or tortious damages caused by the subsidiary. Many insurance companies have this business model. The Pennsylvania courts have applied the same factors to the corporate groups to determine if a parent company is liable for its subsidiary's debts under the doctrine of piercing the corporate veil, as in Allegheny Energy Supply v. Wolf Run Minerals, 53 A.3d 53, 59 (Pa. Super. Ct. 2012).

Another use of the doctrine is reverse veil-piercing: the creditors of a shareholder request the court to disregard the separate entity of the corporation to enforce their judgment against the corporate asset. Applying Pennsylvania law, the federal courts have relied on the same factors as the elements of classic veil-piercing to decide whether reverse veil-piercing is warranted to hold that the corporation's asset is available to its shareholder's creditors, see In re DiLoreto, 266 F. App'x 140, 145 (3d Cir. 2008); In re Blatstein, 192 F.3d 88, 100 (3d Cir. 1999) (citing In re Mass, 178 B.R. 626, 631 (M.D. Pa. 1995)). Apparently, the state courts have not recognized reverse veil-piercing yet. Susquehanna Trust & Investment v. Ansar Group, Inc., No. 3442 EDA 2012 (Pa. Super. Ct. Nov. 19, 2013).

Procedural Requirements

The procedure to bring, litigate, and decide veil-piercing by the courts is not clearly determined in most jurisdictions, and states vary considerably in their procedural requirements. Sam F. Halabi, “Veil-Piercing's Procedure,: 67 Rutgers U. L. Rev. 1001,1016-53 (2015). The main procedural issues that arise in a case when a party wishes to request veil-piercing include when and how to plead it, what the applicable law is, and whether the parties are entitled to a jury trial. Under Pennsylvania law, the piercing of the corporate veil is not an independent cause of action, but the plaintiff must plead the factors that she relies on and provide supporting evidence. See, e.g., In re Gigliotti, 507 B.R. 826, 840 (Bankr. E.D. Pa.). As long as the plaintiff pleads the factors and substantive elements of veil-piercing in her request, she does not necessarily identify her request as piercing the corporate veil to succeed, as in Calkins v. Wolk, (Pa. Super. Ct. June 26, 2018).