Asset Recovery in Commercial Litigation: Litigating Piercing the Corporate Veil, Alter Ego, Successor Liability, UVTA

Litigants in business disputes must often look beyond the corporation to related entities, including subsidiaries, affiliates, shareholders or directors, as potential sources of liability and recovery. Counsel for clients seeking to maximize recovery of assets from corporations and other business entities must be adept at using theories such as alter ego liability, piercing the corporate veil, reverse piercing and fraudulent conveyance to enable clients to obtain assets from shareholders, insiders and related entities.

Recent amendments to the Uniform Voidable Transactions Act (UVTA, previously known as the Uniform Fraudulent Transfers Act) include choice of law for voidable transactions, burdens and standards of proof, clarification of who receives “reasonably equivalent value” under Section 8(a), and defenses available to a transferee or obligee.

In today’s global economy, creditors are increasingly facing the question of whether to pursue recovery against foreign transferees. Key issues include obtaining personal jurisdiction over the foreign defendant in U.S. courts; ensuring that U.S. law is applied, whether in the U.S. or a foreign court; overcoming discovery challenges when records or witnesses are not located in the U.S.; and getting a foreign court to recognize and enforce judgments obtained in a U.S. court.

Listen as our authoritative panel of litigators reviews the legal theories that allow creditors to recover assets from affiliates and subsidiaries of corporate debtors and other transferees. The panel will focus on piercing corporate veil, alter ego liability, successor liability and fraudulent transfers as well as how to recover assets located in foreign jurisdictions.

1. Piercing corporate veil
2. Reverse piercing
3. Alter ego liability
4. Successor liability
5. Uniform Voidable Transactions Act (UVTA)
6. Recovery actions against foreign entities

The panel will review these and other key issues:

• What factors do courts look at in deciding whether to apply the alter ego theory and pierce the corporate veil?
• Under what circumstances will reverse piercing allow judgment creditors to collect on a damages award?
• What steps can judgment creditors take to minimize or uncover fraudulent conveyances?
• What is the allocation of burden of proof and standard of proof with respect to claims and defenses under the UVTA?