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robert l. dunn

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© Copyright 2011, Valuation Products and Services, LLC (VPS). All rights reserved. This article may not bereproduced in whole or in part without the express written permission of VPS.

Marcie D. Bour, CPA/ABV, CFE, BVAL, CFFA, CVAFlorida Business Valuation Group, Hollywood, FL

Brian P. Brinig, J.D., CPA/ABV, ASABrinig & Company, Inc., San Diego, CA

Michael A. Crain, CPA/ABV, ASA, CFA, CFEThe Financial Valuation Group, Ft. Lauderdale, FL

Darrell Dorrell, CPA/ABV, ASA, CVA, CMA, DABFAFinancial Forensics, Lake Oswego, OR

Robert L. Dunn, J.D.San Francisco, CA

Melinda M. Harper, CPA/ABV/CFF, CFEHarper Lutz Zuber Hofer & Assoc., LLC, Denver, CO

Everett P. Harry, CPAHarry • Torchiania LLP, San Francisco, CA

James R. Hitchner, CPA/ABV/CFF, ASAFinancial Valuation Advisors, Ventnor, NJ

Michael G. Kaplan, CPA, CVA, CFFAKaplan Forensics, Los Angeles, CA

Robert M. Lloyd, J.D.The University of Tennessee, Knoxville, TN

William H. G. Norman, J.D.Cooper, White & Cooper, San Francisco, CA

Vincent E. O’Brien, DBAOSKR, LLC, Emeryville, CA

Robert C. Schubert, J.D.Schubert Jonckheer & Kolbe LLP, San Francisco, CA

Ralph Q. Summerford, CPA/ABV/CFF, CFE, CIRAForensic/Strategic Solutions, Birmingham, AL

Kelly J. Todd, CPA/ABV/CFF, CFEForensic/Strategic Solutions, Birmingham, AL

Michael G. Ueltzen, CPA/CFF, CFEUeltzen & Co., Sacramento, CA

Michael J. Wagner, J.D.LitiNomics, Mountain View, CA

Richard M. Wise, FASA, MCBA, CVA, FCBV, CA •IFA, FCAWise Blackman, Quebec, Canada

SubScription inforMation

Although the information in this journal has been obtained from sources that VPS believes to be reliable, we do notguarantee its accuracy, and such information may be condensed or incomplete. This journal is intended for information purposes only, and it is not intended as financial, investment, legal, or consulting advice. Valuation Products and Services, LLC, (VPS) disclaims all responsibility for its content.

Check out this stellarPanel of Experts!

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Letter from the Editorby Robert L. Dunn ......................................................................................... 1

Sue Your Expert—Liability of Expert Witnesses for Damages

by Robert L. Dunn ......................................................................................... 1

Damages Measurement and the BV Report—Challenges and Pitfallsby Everett P. Harry .........................................................................................7

Business Factors and Alter Egoby Melinda M. Harper ................................................................................ 14

Infringer’s Profits Should Not Be the Focus of Patent Damages Casesby Douglas G. Kidder and Vincent E. O’Brien ...................................... 18

Unlocking the Potential of Electronically Stored Information in Damages Cases

by Kelly Todd and Jeffrey Windham ....................................................... 20

Panel of Experts................................................................................................... 23

Please enjoy the following article, reprinted from Dunn on Damages, with my compliments!

Melinda M. Harper, cpa/abv/cff, cfe

Founding member of Harper Lutz Zuber Hofer & Associates, LLC, Ms. Harper hasbeen testifying about complex commercial damages for almost 30 years. She is a formerchair of the AICPA’s Consulting Services Executive Committee and its Litigation andDispute Resolution Services Subcommittee. Ms. Harper serves as an arbitrator, expertconsultant and special master. She is a member of the Colorado Supreme Court’s Attorney Disciplinary Hearing Panel. She is also an author of PPC’s Guide to LitigationSupport Services.

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dunn on daMages issue 4 fall 2011 page 14

INTRODUCTIONPiercing the corporate veil may result inthe rights or duties of a corporationbeing treated as the rights or liabilities ofthat corporation's shareholders or direc-tors. Being able to pierce the corporateveil can make assets available for judg-ments that would otherwise be protectedby the corporate veil or shield. The de-termination that it is appropriate topierce the corporate veil is an equitableremedy.

The corporate veil is the “legal fic-tion” that corporate assets and debts areowned and controlled by the corporateperson, not by the owners and employ-ees. Generally, under that fiction, share-holders are not liable for debts of thecorporation. Piercing the corporate veilis the process whereby the owners or em-ployees of the entity become responsiblefor the entities’ debts. In other words, theacts of a corporation can be attributed toits owners.

In some venues, it is possible to at-tribute the activities of an owner or in-sider to a corporation, whereby the entitybecomes responsible for the acts of theindividual; this is termed “reverse pierc-ing.”1 Please note that this article ap-proaches the topic from the traditionalview, where piercing is looking throughthe corporation to the protected individ-ual. While the concepts and tests are sim-ilar in reverse piercing,2 the factorsdiscussed below may differ in their rele-vance and application.

Financial experts are involved inalter ego and piercing cases in order toanalyze the business aspects of the fac-tors and tests. The court will evaluatethese in making findings on alter ego andthe appropriateness of allowing piercing.Financial experts in these cases provideopinions on the underlying factors ortests, not on the ultimate issue; the ulti-mate issue will be decided by the trier offact.

PIERCING CONCEPTS AND DEFINITIONSThe following summarizes concepts anddefinitions addressed in this article:

Alter egoAn alter ego is a person or entityvicariously liable for another (as anagent).3

Corporate veilThe concept of an entity as a legalperson is a fundamental legal fic-tion. An entity with legal personal-ity may shield its shareholders frompersonal liability. In other words,this legal fiction or concept sepa-rates the personality of a corpora-tion from the personalities of itsshareholders, protecting them frombeing personally liable for the com-pany's debts and other obligations.However, the protection is not ab-solute.Piercing the corporate veil (disre-garding the corporate entity)Where a court determines that acorporation exists merely as a com-pletely controlled front (alter ego)for an individual or managementgroup, or that its function was toperform illegal activities, it mayhold the shareholders personally li-able for the company's obligationsunder the legal concept of lifting, orpiercing, the corporate veil. Provingthat an organization is a mere cover,or alter ego, for the businessowner(s) is one way to ‘pierce theveil’ of the corporation or limited li-ability company, taking away theowners’ limited liability protection.Reverse piercing of the corporateveil (disregarding the corporate en-tity to attach the assets of a control-ling party)Where a court determines that indi-viduals control an entity for theirbenefit, it may allow creditors toreach beyond the assets of the indi-

vidual to the assets of the corpora-tion, thereby piercing the corporateveil. Using the assets of the corpo-ration to provide for payment of acontrolling individual’s debts is re-ferred to as ‘reverse piercing.’

WHEN CAN THE CORPORATEVEIL BE PIERCED?In summary, the corporate veil can bepierced when shareholders have actedintentionally and illegally within the cor-porate shelter, when the corporation hasneglected corporate formalities, or whenthe corporation is found to be a merealter ego of the shareholders. In somevenues, there must be both a finding ofalter ego and the use of the corporatestructure to cause an injustice or inequityor to perpetrate a fraud in order to allowpiercing.

The first step is determiningwhether alter ego status has been estab-lished and any other tests required bythe appropriate case law have been met.The second step is determining whetherpiercing will be authorized. The thirdstep will be to marshal available assets.

WHY PIERCE THE CORPORATEVEIL?Attempts to pierce the corporate veilhave the goal of reaching the resources(money or other assets) of the alter ego(s)or making them personally responsiblefor the entities’ debts. Closely held cor-porations have been typical targets; now,with complex corporate structures(many-layered entities with parents, sub-sidiaries, siblings, affiliates, entitiesunder common control, successor corpo-rations, etc.), the assets of affiliated4 en-tities are also evaluated for accessibilityunder an alter ego theory.

As one example, if a parent entitynever provides adequate capital to a sub-sidiary and continuously drains all re-Continued on next page

business factorsand alter ego tests

Melinda M. Harpercpa/abv/cff, cfe

Harper Lutz Zuber Hofer

& Associates, LLC

Denver, CO

harper@hlzcpa.com

dunn on daMages issue 4 fall 2011 page 15

sources from it, so that it never had itsown resources for paying any incurreddebts, it may be appropriate to lookthrough the corporate veil of the sub-sidiary to the assets of the parent.

There are many other circum-stances in which attempting to pierce thecorporate veil may be appropriate, in-cluding:• Using assets of a corporation for the

benefit of an owner/officer• Hiding fraudulent or illegal acts be-

hind the corporate veil5

• Preferring insiders over creditors in aninsolvent or dissolving entity

• Fraudulent transfers• Bankruptcy6

WHAT ARE THE TESTS?State case law defines the tests that de-termine whether the acts of the partieshave created an alter ego situation. Thesehave evolved over time and continue toevolve. They differ from venue to venue,but generally identify similar concepts tobe considered in making the alter ego de-termination. The trier of fact evaluatesthe application of the concepts to thefacts and circumstances of each case inmaking the decision whether to permitthe piercing of the corporate veil. As ex-amples, the Colorado and Pennsylvaniatests are listed in the side bar at right.

Because there are many piercingcases, and because each one has specificnuances of facts and circumstances, iden-tifying the appropriate state case law forthe specific facts and circumstances atissue should be done before applying thetests. For instance, is this a case of estab-lishing a corporate alter ego resulting inthe ability to pierce the corporate veil?Or is it a case of reverse piercing whereattaching the assets of the corporationcontrolled by its owner or officer is thegoal? Or is the goal to attach the assets ofan LLC manager or employee? Counselfor the client will be in the best positionto identify cases that have relevant factsand circumstances. Note: several statecases are referenced later in this article.

The most commonly referencedfederal alter ego case is United States v.Bestfoods, 524 U.S . 51, 61 (1998) (Best-foods). I t distinguishes direct liability asan operator of sites subject to environ-mental cleanup under the Comprehen-sive Environmental Response

Compensation and Liability Act of 1980(CERCLA)7 from responsibilities de-rived via establishing an alter ego basisfor piercing the corporate veil. In a foot-note to Bestfoods, the court notes that“There is significant disagreementamong courts and commentators overwhether, in enforcing CERCLA’s indi-rect liability, courts should borrow statelaw, or instead apply a federal commonlaw of veil piercing.” The court also ref-erences argument in the same note thatthere may be little practical difference inthe two.

In a different federal case lawissue, an article written by Roger Wieg-ley, CEO, “The Corporation Secre-tary,”8 lays out the possibility thatpiercing standards may be more le-niently applied in federal cases arisingunder ERISA than those brought understate law.

These varying views make clearthe need to work with counsel to identifythe appropriate tests and parameters.

In summary, the factors and testsevaluate compliance with corporationnorms, separating personal and businessactivities and benefits, the treatment ofthird parties creditors in comparison toinsiders, the existence of fraudulent cor-

porate activity and any unjust resultfrom the inability to pierce. Summariesof some of the procedures that can beperformed to challenge the tests are de-scribed below.

APPROACH TO THE TESTSThe tests are substantive. The tests areperformed separately but are evaluatedon an overall basis. Some of the testsmay not apply or violations may be im-material. Some tests are generally as-signed more weight than others.

The tests are not mechanical; nei-ther is the judicial decision-making me-chanical. The courts take seriously thepublic policy benefits of limited liabilityentities. In addition, each case has itsown unique facts and circumstances thathave to be assessed in light of the generalframework.

Applying the tests may result in apattern that supports the finding that thecorporate person and the owner are in-distinguishable; that the owner treats thecorporation as his personal piggy bank;9

or that the entity is merely a shell orfaçade. The nuances of the decision mak-ing are described in case law in supportfor the determination that the attempted

Continued on next page

COLORADO ExAmPLE:11

Determination of whether the corporate entity is the alter ego of the person or en-tity at issue by applying these tests:• Whether the corporation is operated as a distinct business entity

• Whether funds and assets are commingled• Whether adequate corporate records are maintained• Whether the nature and form of the entity’s ownership and control facilitate

misuse by an insider• Whether the business is thinly capitalized• Whether the corporation is used as a “mere shell”• Whether shareholders disregard legal formalities• Whether corporate funds or assets are used for non-corporate purposes• Determination of whether the use of the entity form was “used to perpetrate a

fraud or defeat a rightful claim”• Determination of whether disregarding the entity form will achieve an equitable

result.

PENNSYLVANIA ExAmPLE:12

• Undercapitalization• Failure to adhere to corporate formalities• Substantial intermingling of corporate and personal affairs• Use of the corporate form to perpetrate fraud

Examples of Case Law Tests for Establishing Existence of Alter Ego10

dunn on daMages issue 4 fall 2011 page 16

piercing succeeded or failed.The fact finder will evaluate the

total picture revealed by performing thetests, and the other facts and circum-stances. I t is unlikely that all the testswill be applicable and some will con-tribute more substance to the analysisthan others. In other words, the decisionon piercing will be made based on theoverall facts and circumstances, not onany one test in isolation.

APPLYING THE TESTSI t is necessary to understand the rela-tionship between an entity or individualand its possible alter ego, the corporateveil and the goal of piercing that veil, andother related allegations before perform-ing the identified tests. I t is also helpfulto have that information and to assistwith discovery requests focused on therelevant information. Initial steps to takeinclude:• Identifying all entities and individuals

for conflict and relationship reviews• Asking counsel to identify the state or

federal case(s) that are most appropri-ate to the situation

• Working with counsel to draft initialrequests for production (hopefullydiscovery is still open!)

The sidebar to this article (previouspage) lists the tests from a representativecase from both Colorado and Pennsylva-nia as examples of the criteria that will beapplied. I t is worth noting that the crite-ria are very similar. The Colorado case,with its more expansive descriptions, isdiscussed below.

In applying the Colorado tests, thefinancial expert can assist the court byevaluating the factors under the first testand the second test. The third test is ap-plied by the trier of fact.

• Identifying related party payments• Considering any unusual account

balances• Reviewing existence and

magnitude of any due to/due from accounts

• Reviewing disbursements for non-business expenditures or extensive discretionary payments (meals, vehicles, travel, supplies)

• Ascertaining the existence of financial reporting for manage-ment or creditors

• Locating tax returns• Evaluating tax id numbers and

NAICS code on tax return• Evaluating compliance with

regulatory reporting•Identifying with counsel the legally

required corporate records and locating them

• Determining the activities of owners and any employees

• Considering involvement of familymembers and any compensation

• Locating web sites and other marketing materials and efforts

• Considering the existence of a physical business presence

• Locating online information, including directory listings

• Summarizing names and addresseson business records, including checks, client invoices, vendor invoices, loans, leases, etc.

• Considering compensation levels for owners, officers and family members

• Identifying other payments to owners, officers, and family and affiliates (frequency, nature and amounts of transfers or payments)

• Identifying non-business assets paid for by the business

• Reviewing customer ledgers or accounts receivable and sales records

• Evaluating reconciliations of inter-company accounts

• Cancelled checks• Evaluating charges to corporate

credit cards or personal credit cards paid by the business

• Evaluating expense reports• Requesting payroll records and1099s• Requesting office and other leases

In providing examples of stepsthat can be performed in conjunctionwith the related factor, some of the fac-tors have been grouped as some of thesteps to be performed would be similar.I . The factors are grouped by the type of

procedures that could effectively beperformed as part of the same process.Factors:- Whether funds and assets are

commingled- Whether the corporation is operated

as a distinct business entity- Whether corporate funds or assets

are used for non-corporate purposes- Whether adequate corporate records

are maintainedDiscussion:Findings about these factors are likelyto be influential in the fact finders de-cision whether to permit piercing thecorporate veil. Any commingling canbe of the activities of various corporateentities and of personal affairs, andnot just cash. Paying some limited per-sonal bills from a corporate account isnot commingling if the accounting isseparated and the assets are availableto make distributions to the owner,but at some level, the activity wouldmeet the commingling test. The eval-uation should consider the use of cor-porate employees and resources forpersonal and other business benefits.In other words, commingling corpo-rate and personal assets and resources,even with an accounting, may be com-mingling. Also, commingling canoccur among related entities, as wellas with the owner and the entity.

Relevant steps in a relatively simplecase would include:• Identifying bank accounts, along

with account names, used by the entity and the individual

• Locating signature cards and corporate resolutions for bank accounts

• Identifying existence and content of books and records of the accounting system

• Evaluating the activities beingrecorded in the books and records

• Reviewing cash receipts and cash disbursement records; evaluatingany unusual payees and amountsin light of the business purpose Continued on next page

• identify ALL entities and individu-

als for conflict and relationship re-

views

• Ask Counsel to identify the state or

federal case(s) that are most ap-

propriate to the situation

• Work with Counsel to draft initial

requests for production (hopefully,

discovery is still open!)

First steps

dunn on daMages issue 4 fall 2011 page 17

Factors:- Whether the business is thinly

capitalized- Whether the corporation is used as a“mere shell”

Discussion:Findings about these factors are likelyto be influential in the fact finders de-cision whether to permit piercing thecorporate veil. I f business activity isminimal by design, it may be that anattempt is being made to shield per-sonal activity in a corporate form.Relevant testing steps in a relativelysimple case would include:• Reviewing the balance sheets and

equity statements, perhaps from inception

• Reviewing statements of cash flows

• Reviewing an aged payables summary

• Considering working capital balances and needs

• Calculating receivables and payables turnover

• Evaluating debt levels over time• Evaluating monthly expense levels

compared to cash levels• Evaluating business expenditures

in relation to personal expenditures• Considering a business purpose

for expenditures• Evaluating whether any undercapi-

talization was generated by drain-ing the company of assets or is dueto unprofitable business activities

• Considering any asset or activity transfers to substantially equivalent entity

Factors:- Whether the nature and form of the

entity’s ownership and control facil-itate misuse by an insider

- Whether shareholders disregard legal formalities

Discussion:Findings about these factors are likelyto be less influential in the fact findersdecision whether to permit piercingthe corporate veil; however, they mayadd to the overall picture dependingon the circumstances.

Relevant testing steps in a relativelysimple case would include:• Identify reporting via Secretary of

State’s web site• Locate appropriate corporate

records• Read corporate minutes and

resolutions• Evaluate level of control and

override by insiders• Consider roles of and influence by

professional employees and advisors

• Consider qualifications of financialand accounting personnel

• Identify agreements with key insiders (i.e., shareholder loans)

• Identify transactions with insiders and evaluate fairness of terms

• For affiliated and co-located entities, evaluate cost sharing arrangements for office space, computers, employees and administration

II . Determination of whether the use of the entity form was “used to perpetrate a fraud or defeat a rightful claim”

Discussion:Defining the steps to take if this cir-cumstance is suspected will be case-specific and will be driven by the factsand circumstances. Knowledge offorensic techniques may be helpful.Gaining an understanding of the busi-ness activities of the target entity andany affiliates and evaluating the bene-fits of segregating various activitiesand the interrelationship or segrega-tion of business segments may also behelpful in evaluating the business pur-pose of various transactions.

Issues that may come up includepossible fraudulent transfers, com-mingling personal and business trans-actions, labeling and treating personalexpenses or liabilities as business ex-penses, paying family members forservices not performed, making pay-ments to related parties mislabeled aslegitimate business expenses, divert-ing business receipts to personal ac-counts or accounts apparently outsidethe corporate veil, making paymentswithout a business purpose to entitiesoutside the corporate veil, etc.

Structural issues can also be usedto perpetuate fraud. One possiblestructure consists of many entities thathave no or very limited resources, ex-cept as provided at the sole discretion

of a parent entity, that then incur lia-bilities that may not be repaid.

REPORTING AND CONCLUSIONSAssessing the factors can generate a lotof information. A format that describesthe procedures performed and the re-lated findings, organized by area, canhelp guide the reader through the detail.I t can also be helpful to provide interimfindings about the information and test-ing, and summary overall conclusions atthe end of the report. Generally, puttingthe important findings early in the analy-sis section will promote utility of the in-formation. Clear explanations andattaching summaries and key documentswill also promote credibility.

1 Reverse piercing is a relatively new concept and

may not be provided for in every venue. Reverse

piercing was adopted in Colorado on June 26,

2008 in Connolly v. Englewood Post No. 322 Vet-

erans of Foreign Wars of the United States, Inc. (In

re Phillips), No. 05SA316 (Colo. June 26, 2006).2 In reverse piercing, it may be possible to look to

the assets of a corporation for payments of the

debts of a controlling shareholder or other insider.3 http://research.lawyers.com/glossary/alter-ego.html.4 Affiliates are commonly understood to include enti-

ties that are directly or indirectly controlled by or

share common control with a parent, subsidiary or

brother/sister entity.5 Piercing the corporate veil can be used as a tool in

disrupting the flow of money to terrorist organiza-

tions.6 The factors and tests in evaluating alter ego and

the ability to pierce in the bankruptcy context are

not addressed in this article. Under those circum-

stances, the Bankruptcy Code and related case

law should be requested of counsel.7 If the financial expert is working in a case where

CERCLA is being applied, ask counsel for specific

relevant case law. 8 http://vcexperts.com/ vce/news/buzz/archive

_view.asp ?id=979&referrer=rss9 This terminology, the “owner’s piggy bank” is not

uncommonly used in case analysis.10 http://research.lawyers.com/glossary/alter-

ego.html11 Colorado and Pennsylvania were selected be-

cause of my experience in evaluating the alter ego

factors in both states.12 McCallum Family LLC v. Winger, Case No.

09CA0212 (Colo. App. Oct. 20, 2009)12 Lumax Industries, Inc. v. Aultman, 543 Pa. 38, 41-

41, 669 A.2d 893, 895 (Pa. 1995)

* Also see Suggested Resourceslisted on page 21.

dunn on daMages issue 4 fall 2011 page 21

SUGGESTED RESOURCES:1. “Counterterrorism: Conventional Tools for Uncon-

ventional Warfare,” Darrell D. Dorrell and Gregory

A. Gadawski, Financial Forensics I, March 2005,

Volume 53, Number 2.

2. “Piercing The Corporate Veil: Focusing The In-

quiry,” Cathy S. Krendl and James R. Krendl,

Denver Law Journal, 1978, Vol. 55, Number 1.

3. “Defining ‘Unreasonably Small Capital’ in Fraudu-

lent Conveyance Cases: Ratio Analysis May Pro-

vide an Answer,” Garrick A. Hollander, Business

Lawyer, May 1994.

4. “Colorado Court of Appeals Rules on Piercing

Corporate Veil,” Brent W. Houston, Esq., Col-

orado Law Letter, October 29, 2009.

5. “In re: Phillips – Colorado Adopts ‘Reverse Pierc-

ing’ in a Split 4-3 Decision,” Peter H. Schwartz,

Katelin Oakley, Jennifer Stoldt, Davis Graham &

Stubbs LLP.

6. “Disputing Limited Liability, Northwestern Univer-

sity School of Law,” Northwestern University Law

Review, Christina L. Boyd and David A. Hoffman.

7. “The Content of Veil Piercing Complaints,” Dave

Hoffman, www.concurringopinions.com, October

6, 2009.

8. “Who Gets Sued in Veil Piercing Cases?” Dave

Hoffman, www.concurringopinions.com, October

7, 2009.

9. “What Does Veil Piercing Success Mean Any-

way?” Dave Hoffman,

www.concurringopinions.com, October 8, 2009.

10. “What Factors Correlate With Veil Piercing Suc-

cess?” Dave Hoffman,

www.concurringopinions.com, October 9, 2009.

11. “Piercing the Corporate Veil,” Frank L. Brunetti,

Scarinci Hollenbeck.

12. “Is There Now a Federal Veil Piercing Standard?”

Roger Wiegley, CEO, The Corporation Secretary,

3/31/2011.

13. “Environmental Law-Owners or Operators: Two

Distinct Paths to Parent Corporation Liability

Under CERCLA, United States v. Bestfoods,”

Robert J. Suphin Jr., Lexsee 30 N.M. L. Rev. 109,

Winter 2000.

14. “Consistency in Judicial Interpretation? A Look at

CERCLA Parent Company and Shareholder Lia-

bility After United States v. Bestfoods,” Jennifer S.

Martin+ - Lexsee 17 GA. ST. U.L. Rev. 409,

Winter 2000.

business factorsand alter ego testsby Melinda M. Harper (pp. 14-17)

Harper cover page_Layout 1Fall 2011_Harper article