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okay welcome today to piercing the corporate veil in Nebraska practices in the area of commercial and business litigation business planning and commercial transactions the obtained is juris doctor and Master of Business Administration at the University of Nebraska Chris has experienced elite getting complex commercial disputes including requests to pierce the corporate veil in both state and federal court so please welcome Chris as we mentioned this is a CLE on piercing the corporate veil in Nebraska I wanted to give you just a short background on myself I'm an associate with Wolf's note and I have some experience litigating many of these issues and I I noticed some confusion beyond just the standard confusion regarding piercing the corporate veil that we've that we learned about in law school I noticed a Nebraska had especially confusing veil piercing jurisprudence and so I I did what I believe any reasonable attorney in Nebraska would do under the same or similar circumstances and I I wrote an article that will be published in the Creighton Law Review in March of 2018 called Pearson corporate veil in Nebraska so much of what I'm gonna discuss today is coming from my findings in that article and and so I just would draw your attention to that and in that forthcoming article so the state with perhaps the most confused veil piercing jurisprudence is Nebraska so you know we we may not be number one and the gridiron on Saturdays but we can at least say that we're number one and having the most confusing veil-piercing law in the country and so as kind of a background my article consisted of reviewing a little over 120 published and then published articles in Nebraska I found three separate avenues for piercing the veil and also found cases that discussed some collateral issues including reverse and horizontal veil piercing veil piercing procedure piercing the LLC veil the defense of estoppel and different standards that might apply to different categories of creditors finally is the role of fraud in Nebraska's veil-piercing law so as a background to my remarks I want to emphasize that courts are continually referencing established principles of equity as kind of the backdrop for their veil-piercing opinions so if we if we think generally about equitable matters and how courts resolve acquittal matters they're their primary goal is to do justice and this is often to mitigate rigid strict legal rules but also those established Maxim's of equity will also apply and so I have here five Maxim's of equity that are general for all acquittal type of actions but that are especially relevant in the veil-piercing context so equitable relief is available only where there is no adequate remedy Allah acquitted your equity regards is done which ought to be done equity looks to the intent rather than to the form equitable relief is extraordinary not ordinary and equity only helps those who have done everything to help themselves so the the first case that introduced what I consider what I call the the four factor test was in 1980 the case of the United States National Bank versus Rupa and the way that Nebraska courts will often analyze a request to pierce the veil is is they'll first list that the primary justification for piercing the veil and so that kind of justification takes the form of preventing fraud preventing other in justices the court has also stated that it's that the veil might be pierced where necessary to prevent well rather to when the corporate entities used to defeat a public convenience justify Iran or defend crime so there's a variety of these justifications that the courts are using and what the court began doing in this 1980 case of of Rupa is it attached certain factors that help almost prove these justifications so so in in rupert's the court stated some of the factors which are relevant in determining to disregard the corporate entity are and it lists these four factors factors in include grossly inadequate capitalization insolvency of the debtor corporation at the time the debt is incurred a diversion by the shareholder of corporate funds or assets to their own or improper uses and the fact finally the fact that the corporation is a mere facade for the personal dealings of the shareholder and that the operations of the corporation are carried on by the shareholder and disregarded the corporate entity so these are factors again that are stated as as support for piercing the veil or naturally they would be support for those primary justifications for piercing the veil and it's very much a balancing act of finding evidence of each of these factors and then weighing them to determine whether one of those justifications have have been met and it's it's also important to point out that this four factor test didn't remain the same or I guess it was modified slightly about six years later and JL Brock builders incorporated versus doll back and and this is this doll back standard that was established in 1986 is is really the standard that the court has been following at this time and you know as we get into this I just want a reference or mention again that if you have questions at all during the course of of this presentation don't be afraid to let me know we've got several individuals here in person and then that are watching this via webinar and mr. Brenner asked this question here is the treatment of LLC's different than piercing a corporation if different how so and I just want to let you know we will be getting to this later but short the standards are the same with one exception and that's going to be with that fourth factor relating to the corporation is a mere facade because as you'll see corporate formalities are an important subject in proving that fourth factor and as we know LLC's are not required to adhere to the formalities that corporations are in terms of holding holding annual meeting of the shareholders and directors and keeping track of those meeting minutes and so that's going to be the primary difference is that in LLC veil-piercing cases you will not see reference to whether or not those corporate formalities are being followed so with Dahle back the main difference that doll Beck presented in comparison to Rupa is now it used or it attached those four factors instead of just being general factors that are the court will review to determine whether to disregard the corporate entity it now states that those factors are are relevant to determining whether it appears the corporate veil on the basis of fraud and so there's a shift in in the Supreme Court's use of these factors now it's it's a focus on fraud and as I just mentioned here in the previous slide we know that fraud is not the only justification for piercing the veil but now beginning with doll back these factors appear to be connected with the idea of fraud which is in my opinion a heightened standard for plaintiffs to satisfy we see here a number of other justifications yet the court begins to focus on on fraud and that these four factor are as it calls as it refers to it as badges of fraud and that a single factor may establish or stamp a transaction as fraudulent to put this case in context I'm just a few months prior to doll back the court had come out with the opinion service masters industries versus jrl enterprises and this analyzed the plaintiffs veil-piercing claim under a standard of fraudulent misrepresentation which requires proof of civil fraud actual fraud and as we know actual fraud has this intent requirement the scienter requirement which is an exceedingly high standard and of course there's no surprise that the plaintiff was unable to satisfy that high standard of actual fraud in that case and so several months later it comes out and revises the roopa standard and focuses those four factors as evidence of fraud and we see that in subsequent cases that the court references those four factors as relevant to disregarding the corporate entity on the basis of fraud so I consider the dalvik standard kind of this revised four factor test so let's go through each one of these factors and beginning with the first factor in adequate capitalization so how are house the court defining inadequate capitalization well they define it as capitalization that's very small in relation to the nature of the business of the corporation and the risks entailed it is measured at the time of incorporation the court has also stated that in and of itself inadequate capitalization is insufficient to pierce the veil so more is needed again I referenced in Dahl back to court discussed these four factors and stated that a single factor could be enough but that's not the case just with inadequate capitalization with the rest of the factors according to the court's opinion again if if that factor is considering the facts and circumstances of the case that one factor may be sufficient as far as insolvency we look at the time of insolvency as being when the debt was incurred and insolvency is is defined as the corporation being unable to pay its debts as they become due in the usual course of its business or if it has excess of liabilities over its assets at fair valuation so there's two different standards here for for insolvency the third factor is the diversion of assets by a shareholder for his own improper uses shareholders of insolvent corporations they can't participate in distribution of assets until claims of creditors are paid again so if you see if you see shareholders diverting those assets at the I guess with with creditors being harmed as a result of that you know assets are unable to pay creditor claims because shareholders are are paying themselves first or transferring assets to himself or to affiliated corporations and then that would satisfy this third factor and the fourth factor is again the corporation is a mere facade for the personal dealings of the shareholder so often this is this is looked at as kind of the mere shell mentality so if the corporation is created as a mere has no legitimate business purpose apart from being kind of an intermediary or to try and defraud creditors this factor is often referenced in in context of shareholders control over the entity so in doll back to court stated when one is in control of a corporation excuse me whenever one in control the corporation uses that control or uses corporate assets to further his or her own personal interests the fiction of the separate corporate identity may be properly disregarded so it's this idea of control and that's where you'll see in a number of these cases what I consider to be sub factors of the fourth factor or specific facts and circumstances which show this control of the corporation by the shareholder and that such control shows that the corporation is being used for the personal interests of the shareholder in disregard of a separate distinct corporate identity so first question I want two more rhetorical than anything that I want you to consider should courts be limited to just these four factors and evaluating veil-piercing cases so in other words should this be a straight factor test to pierce the veil or should the court be allowed to entertain other facts and circumstances that might assist it in deciding whether one of those primary justifications that we talked about earlier have been satisfied so we know that veil piercing is an acquittal remedy and I want to point out that although Nebraska courts will typically focus their opinions on those four factors those opinions also seem to leave the door open for for the court to consider additional facts of circumstances so in in each of these cases it disgusts it discusses how each of these how the four factors are some of the factors relevant to determining whether to describe the corporate entity and in the context of equity it discusses how the in how the whole transaction should be examined to to look through the corporate forms to the substance of things so again this is one of those acquittal Maxim's but the court is stating that it that the entire transaction should be examined to determine whether the rights of innocent parties need to be protected or fraud needs to be circumvented for the protection of those of those parties and and I see this as more of a totality of the circumstances test where these factors are kind of the I guess the primary point of review for the courts those are the first things the courts are going to look at but it doesn't necessarily mean that other facts and circumstances can't be taken into account and you look at several other jurisdictions and some of the factors that they use and there are some specific factors that other jurisdictions use that aren't explicitly stated as one of the four factors in Nebraska but which in under the right circumstances for a specific transaction there's an argument that those could also be relevant in piercing the veil the next issues is fraud and and what role fraud plays we discussed how that service masters case required this idea of actual fraud which is a incredibly heightened standard requiring plaintiffs to to satisfy and so is actual fraud required was that just a one-off case or is that the the standard in Nebraska and and you know I guess posed what I found here you know according to Dahl back a single factors off off and all that's necessary to establish a transaction is fraudulent so so we see this focus of these four factors on the idea fraud and that each one is a badge of fraud and and first year most jurisdictions accept that morally culpable conduct short of actual fraud satisfies veil-piercing standards Nebraska courts allow allowed to prevent fraud or other injustice so again we talked about these other justifications it's not just to protect fraud that that isn't the only justification we see violate a legal duty perpetrate a dishonest or unjust Act I mean the idea of unjustice or or wrongs that have been committed is often referenced by the court so I don't believe actual fraud is necessary and and I think some of the confusion in Nebraska cases have perhaps have come because we don't know well you know as actual fraud required or not but but again pursuant to the these previous opinions referencing these other justifications I think there's there are plenty of arguments to state that actual fraud isn't isn't required more of kind of a constructive fraud standard I think would be more appropriate considering again sort of these other justifications which don't rise even close to the level of actual fraud so when a principal shareholder appropriates and uses corporate funds and property for his personal purposes and therefore defraud Dee frauds and causes damages to creditors the shareholders can be individual individually liable for corporate debt so this now is it well let me back up this was cited in Christian versus Smith and and this was as the court was was going through the four factors and citing support for those four factors and one of the cases that the court cited for support here for the fourth factor was was this case from 1979 again this is before the four factor test even came about in describing her grain and number versus workman but and here that the court is almost I mean when you look at this statement here it this is and I can my contention is this is going to be a a separate Avenue for piercing the veil apart from the four factor test and that would be the diversion of assets by the shareholder for their own personal use and and we see not only here in this 1979 case of scribe nor grain but we see from there and and what I've noticed is that anytime this third factor the diversion of corporate assets is satisfied then the court always pierces the veil so it kind of started with scribe nur and I think that's what was the basis for the third factor in and of itself but shows that the third factor really is an independent Avenue for veil piercing and there's there's substantial support for that and in the in the Supreme Court opinions so just as a background here Scribner's plaintiff corporation obtaining a judgment against the defendant corporation which is a commercial feedlot for non-payment of bills relating to cattle feed provided to the plaintiff a judgment was obtained but went unsatisfied the plaintiff brought a separate a tion to pierce the corporate veil shareholders to the shareholder had diverted about twelve thousand five hundred thirty from the corporation for his own personal uses but that was a small amount in comparison to you know the revenue this company was generating but there was another important way that assets had been diverted and that was on this shareholder not only did he have you know private clients that that had that he was overseeing their cattle and feeding them but he had his own mixed in with those other customers and he ended up charging his own cattle only a fraction of the actual cost of actually feeding those those cattle and so that the court found that that was a diversion of corporate assets to his own personal use his own personally owned cattle and that as a result it was how to defeat a public convenience justify wrong protect against fraud or defend crime so that was kind of the justification that was referenced by the court so again mentioned that again in each case where the court found a diversion of corporate assets by the shareholder that the veil has been pierced here's the second independent Avenue and I call this the alter-ego standard but if we go back to let's see well you know I'll reference Christian versus Smith again because Christian versus Smith did it with the did this with the third factor and with the fourth factor where it discussed it referenced these factors but did it in in a sense that making a statement that that the fourth factor in and of itself might be used as an independent Avenue for piercing the veil and it cites some of these other cases again this is this is a case Hayes versus sanitary Improvement District this case came out before Rupa in 1980 so this is 1976 where the court states that there is precedent for the notion of source separate corporate existence of parent sub suitor subsidiary or affiliated corporations not being recognized where one corporation is so organized and controlled by its business conduct in such a manner as to make it merely an agency instrumentality adjunct or alter-ego of another corporation the fiction of the separate corporate identity of two corporations will not be extended to permit one of the corporations to evade its obligations or promote fraud or illegality or injustice so again it cites the the justifications for piercing the veil and states that this idea of control of alter-ego alone is sufficient to pierce the veil and then you know from here we see four years later it shows up as the fourth veil piercing factor in the rupa test and continues along in doll Beck as its modified but but this and subsequent cases have established this as a as an independent Avenue for piercing the veil an excellent example of this is is in 1989 carpenter paper versus lake and meet the plaintiff corporation brought suit against the defending corporation it's principal shareholder for breach of contract fraudulent conveyance and a request to pierce the veil the court first analyzed the doll back factors and most of those factors were inconclusive or unsupported so the first three factors the court was not the court the plaintiff was not able to establish those first three factors however and the court says this specifically contrary to the factors in doll back it decided to pierce the veil after finding that the shareholder had satisfied the fourth factor and it stated that the shareholder controlled the corporations every move and ran it as he saw fit so here's a prime example of the fourth factor being the only factor that was satisfied and the court pierced the veil based only on those grounds this was again illustrated by the Court of Appeals in 2001 grand graphics so here the the plaintiff corporation sought to horizontally pierce an affiliated defendant corporation again we talked about horizontal veil piercing as as seeking to hold an affiliated company liable for the debts of the defendant so it's not parent and subsidiary here it's just affiliated corporations so the court reviewed the haze alter-ego standard for piercing the veil and it didn't reference those doll back factors once it only looked to that hay standard that alter-ego standard looked at the control the independence of that of those two entities it held that the that that defendant corporation could be horizontally pierced to gain access to the assets of its affiliate relying solely on that alter-ego standard so so now that we have an idea of what those four factors are we have an idea of of two independent avenues for piercing the veil I want to touch on on how do we prove especially this fourth alter-ego fact well the fourth factor also known as the the alter-ego standard of piercing the veil so what do courts look at to satisfy that alter-ego standard and and so what I've done is I've I've pulled out a number of facts that the court has referenced in in deciding or in deciding whether that fourth factor has been satisfied or whether the alter-ego standard alone has been satisfied so these for the litigators out there and also for transactional counsel pay attention to some of these because these are this is the nitty-gritty of a veil piercing analysis these you know I consider these almost sub factors as we mentioned that that you should pay attention to this is going to be a a balancing test and courts have noted that perhaps you know one of these sub factors alone isn't going to be sufficient so so you you know just because your client owns all the stock of the corporation doesn't mean that their veil is going to be pierced it's in conjunction with a number of other factors perhaps that would tend to show that there is this control that there's not a separation between shareholder and incorporation or corporate entity so going through these the corporation operated almost wholly on money from the shareholder shareholder diverted assets between the corporation and affiliated entity obligations incurred by one corporation were paid by another the shareholder had interest in other corporations to which he permitted the corporation to extend credit employees of affiliated companies were the same you know again this is another example of just because there are employees of their saying does it mean the bails can be pierced but in the context of other facts and circumstances it could certainly be relevant significant personal loans made by the shareholder to corporation on a regular basis shareholders security interest in company assets as a result of personal loans okay so the shareholder is loaning money to the corporation and trying to secure his place in in that collateral and the repayment of personal shareholder loans following the sale of company assets and again that would be at the exclusion of creditors additional facts and circumstances here we have operating under the same name use of same bank account use of the same office address use of the same books records and taxes not following corporate formalities so annual meeting of the shareholders and directors and lack of other corporate records so as far as other corporate records I see that as corporate records that you would expect to see in independent corporations or arm's length transactions their transactions between a corporation and an entity do you see evidence of those transactions or our assets just transfer between the companies so the more records that can document the transaction showing that it is an arm's length transaction and there there isn't going to be a [Music] you know a diversion of corporate assets as we saw in in that Scribner's case and that's gonna that's that's gonna help show separate identities okay here let me repeat this question from mr. Ellison if there are other shareholders who did not benefit from distributions to a shareholder when the entity is insolvent of course the receiving shareholder is liable is there liability to the other shareholders and that's a good question I haven't I haven't seen that in in the case law as far as perhaps a if there are multiple shareholders and one of them is the controlling shareholder and he's the one that is diverting assets or is the one that's you know perhaps kind of the the control shareholder I have seen some cases that to the effect though and it's the difference between a claim against a shareholder or an officer for for fraud okay a civil claim for fraud which you wouldn't need to pierce the veil if you're going if if you're attacking a shareholder for actual fraud there'd be no reason to pierce the veil because you satisfy the elements of civil fraud however I think there's an argument here that that a non-participating shareholder might be held liable in this situation again depending on the facts and circumstances but I think there's an argument to be made that there could be some liability to that non participating shareholder and that that you know the idea of piercing the veil that's how it's different I yes from from a claim for actual fraud so good question and finally we have a case here in 1993 where the veil wasn't pierced and the fourth factor wasn't satisfied however the court did list certain facts of circumstances which alone it stated were not sufficient to pierce the veil or to satisfy that fourth factor however naturally these these would be facts which in conjunction with others should be supportive of that fact so just because the veil wasn't pierced doesn't mean that these facts and circumstances the court referenced wouldn't be relevant so I see these as additional sub factors ownership of all the stock by one person or entity sharing of services between two corporations guaranteeing of financial obligations between corporations and interlocking of directors without evidence of manipulative conduct okay so are there any questions about any of those three avenues of of piercing the veil so we have the four factors test and then we have the third and fourth factor of that test used as separate avenues for piercing the veil if there aren't any questions I'm going to move on to some collateral issues but and again if you have questions afterward that you come up with feel free to send me an email I'd be happy to respond to those so beginning with the first collateral issue is is reverse veil piercing and this was kind of a confusing concept for me to wrap my head around at first but reverse veil piercing occurs when when a third party seeks to pierce the corporate veil to impose liability on the corporation in order to satisfy the personal debts of the shareholder so the the primary context of of this type of request would be in dissolution of marriage context so so one of the spouses wants to have the veil pierced so that she can have access to the separate corporate corporation you know for the deaths of her spouse I've also seen this in the context of workers compensation and this is kind of an interesting interesting idea it hasn't been successful but I've seen it asserted by quarter by parties in Nebraska and that's the fact that's when defendants defendant corporations seek to pierce their own veil so that the exclusive exclusivity of the Workers Compensation Act would apply to the parent and the subsidiary so say a parent owns the real estate but the employee plaintiff is injured on that real estate as she's going to she's on the the business premises and and you know naturally the subsidiary claims against the subsidiary or are to be found in the Workers Compensation Act however plaintiff tries to file suit against the parent for property like premises liability and and so the you know the the defendant would try and pierce its own valence a no we're basically the same entity you know parent subsidiary we're the same and as a result the Workers Compensation Act is exclusive and courts have said no this this goes against those justifications of veil-piercing there's equitable justifications which is really plaintiff centric and to prevent these innocent third parties so so defendants and courts have stated that that they chose to be separate entities and they need to live by the choice that they made so we have a question here one moment okay okay if you're pleading fraud in a complaint you do not need to plead veil-piercing it doesn't hurt to also I mean I would plead both of those if you have support for actual fraud I would plead actual fraud but in the event you're unable to satisfy the strict requirements of actual fraud veil-piercing is going to be kind of your fallback if you have an innocent member of an LLC should you seperately plead veil-piercing in addition to fraud I would say yes again I would I would allege veil-piercing every time in that context if you have if you have reasonable grounds to to a lead actual fraud in the complaint I would against the shareholder I would I would put in a request to pierce the veil to every time okay horizontal veil piercing we talked about that with the Graham graphics case this occurs when the court ignores the autonomous corporate structure of affiliated corporations and makes their assets available to satisfy claims Nebraska does allow this they stated that number of times and then Graham graphics is the prime example of the court actually piercing the veil against an affiliated corporation collateral issue the next collateral issues acquittal estoppel this is one of the only defenses to veil-piercing and and so I have here the the elements required to to establish a quibble estoppel but in relation to veil-piercing it's they it's a little bit I guess it's it's very narrowly viewed by the courts the courts do allow it and the may the prime example is a 1932 case but plaintiffs have been trying well I guess defendants are trying to state the plaintiff should be a stopped from denying the existence or status for corporate defendant because such plaintiff had known that it was dealing with the corporation and that was asserted here in victory Lake marine versus fell Dias and in this case the court there was an issue with a procedural issue that this defense was not asserted as an affirmative defense at at the at the get-go and so because it was not affirmatively stated in their answer they were not able to bring it up at trial so keep that in mind for defense counsel if you think you have a an estoppel argument and allege it right away and here is here's that limited scenario where equitable estoppel could be successful and this is in in the context of a a corporation that has that was initially organized properly but that has yet fallen or into expiration that shows up in Secretary of State as you know as having expired yet continues to transact business as a corporation and in its corporate name so the court stated here in let's go when a party contracts with an imperfectly organized corporation is a stopped to deny its corporate existence and is precluded from recovering from its members individually as if they were partners okay so so almost there's almost this feeling of you know assumption of the risk if you may that that when a party is is entering into a contract and you know all these records of of whether a corporation is active or inactive our public record you know the the plaintiff is going to be a stopped from from arguing that that it should be a separate corporate or that they should be one in the same in in that case because it was public record they knew when they entered that that transaction that that this was an imperfectly established corporation so so I think the argument is there I haven't seen it successfully asserted really since Lisco most of the the arguments are are based on the procedure and alleging it as an affirmative defense in in the defendants answer and whether they did that or not so veil-piercing procedure question is is veil-piercing a cause of action or is it a remedy I think generally this is a remedy but Nebraska courts appear to allow sort of this independent veil-piercing cause of action to proceed so this this hasn't been litigated but but I'm seeing that that plaintiffs are alleging it as as a cause of action also these claims may be brought after the plaintiff has obtained judgment and that such judgment has gone unsatisfied we saw that in a prior case earlier today and then a more recent case is occurs versus orthopedic specialists which is bas cally again a case where the the plaintiff obtained judgment against the corporate defendant in fact the the individual shareholder was listed as a as a defendant in that original action yet he was dismissed as as a party and then after judgment was obtained they sought to pierce the veil against the shareholder asserting again this is the veil-piercing claim and the court allowed that case to continue because there were facts there were new facts that occurred that were established after the original judgment had been obtained and that was the fact that you know that the plaintiff was alleging that assets had been diverted after judgment was obtained and that that was sufficient sufficient new or additional facts that that would allow this separate this new claim to be brought even though the shareholder was had been dismissed from the original action piercing the LLC veil we we touched on this earlier that I just want to again emphasize that the same test is used so courts are using that same four factor veil piercing test the only difference is with regard to the corporate formalities so we listed the adherence to corporate formalities as a sub factor in the fourth the fourth veil piercing factor of that that roopa or dalvik standard and and with relation to LLC's that is not referenced at all so courts are ignoring any mention of an LLC's observance of corporate formalities when deciding whether it appears the veil and that should be the case because Nebraska statutes are clear that corporate formalities are not grounds for imposing liability on members or managers for the debts obligations of the LLC with the remaining time here I just wanted to touch on an issue that hasn't been addressed in Nebraska and that's with regard to differentiating between creditors and and whether different standards for veil piercing should apply to different categories of creditors so on one hand we have contract creditors which are individuals that had a prior relationship or a voluntary relationship with with the corporate defendant and and then that debt goes unsatisfied and their claim arises but the key is before that claim arose they had a prior relationship and had voluntary voluntarily transacted business with them so the question I posed here again a rhetorical question but I asked should courts treat certain creditors differently should involuntary creditors be treated differently so these these are creditors that are I they're defined as either in two parties that that did deal with the corporation but did so basically you know well scratch that so so a personal injury victim would be somebody that that didn't deal with the corporation prior and and and did so in this context against their will you know think of an auto accident you know or a toxic tort and there are a variety of these personal injury issues that can that can create a claim from these personal injury individuals and so those would certainly be considered an involuntary creditor but also would be say trade creditors or you know certain unsophisticated employees that voluntarily transacted with the corporation but did so at a big disadvantage in their negotiating position so you know didn't really have an opportunity to obtain guarantees security interests in collateral for their deaths that were unsophisticated perhaps weren't able to obtain the credit information with regard to that defending corporation so so all of those are what we consider under involuntary creditors and what we're seeing throughout the country is that these tort creditors and other involuntary creditors are receiving greater leniency from the courts in veil-piercing and so you know we have here kind of a list of some of the policy justifications but in in that second article and that I referenced that I that's going to be published with the University of Maryland's Journal of Business and Technology law this December I discuss how in this context the primary focus of the courts is on these policy justifications for protecting these tort creditors okay so corporations have this in zenit incentive to engage in risky behavior shift costs to unwary third parties these creditors are unable to adequately protect themselves through these measures that we discussed okay so specifically how our courts treating tort creditors you know is there different standard for them you know how are they providing this leniency and and what I found is that the courts are applying a different test but administering the exact same test more leniently okay so we talked about the equitable nature of veil-piercing and how it's a weighing of all these different facts and circumstances so what I'm finding is that that courts are I guess there's a lower burden of proof for these plaintiffs to to satisfy you know perhaps not as rigorous of a of a showing you know establishing all these different factors perhaps less factors are required or certain factors might be weighed really heavily in favor of the tort plaintiff so so just keep that in mind this hasn't again hasn't been addressed in Nebraska but nearly every court that has been addressing this and and it's you know there it's gaining traction here but nearly every court that is addressing this as stating tort creditors should have an easier Avenue to piercing the veil so with that I want to open open this up to questions from anyone here in person or reviewing this over webinar anything relating to those three veil-piercing avenues or any of the related corollary issues so I'll give you some time here if you've got one let me know if not again you've got my email address and my phone number I'd be happy to to talk to you more in depth about some of these issues with a waiver work in an LLC for a tort claim so that's a good question if if you know we're talking about a plaintiff signing a waiver before in essence transaction transacting business you you know in in that circumstance you know if there's first of all if there's a prior relationship with them you know just because there's a tort damage doesn't necessarily mean they'd be considered you know the involuntary tort creditor if they had the opportunity or made the voluntary decision to transact with the business and hence signed this waiver then it would be less likely that they'd be considered that involuntary creditor if that makes sense you know what I'm thinking are the primary example of an involuntary creditor or tort creditor would be those that had no opportunity to sign a waiver you know did that that are just you know received these costs are thrown on them without any knowledge or voluntary consent of their own this this example would be more of a you know the these tour creditors this specific tour creditor would have consented to to doing this and again it it would be less likely that that this leniency would apply in my I mean that's that's what you know what I would say with regard to with the waiver so any other questions okay all right well thank you very much appreciate your time and let me know if you have any follow-up questions you

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Integrate with a rich selection of productivity and data storage tools. Create a more encrypted and seamless signing experience with the airSlate SignNow API.
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Our user reviews speak for themselves

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Kodi-Marie Evans
Director of NetSuite Operations at Xerox
airSlate SignNow provides us with the flexibility needed to get the right signatures on the right documents, in the right formats, based on our integration with NetSuite.
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Samantha Jo
Enterprise Client Partner at Yelp
airSlate SignNow has made life easier for me. It has been huge to have the ability to sign contracts on-the-go! It is now less stressful to get things done efficiently and promptly.
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Megan Bond
Digital marketing management at Electrolux
This software has added to our business value. I have got rid of the repetitive tasks. I am capable of creating the mobile native web forms. Now I can easily make payment contracts through a fair channel and their management is very easy.
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Award-winning eSignature solution

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  • Best ROI. Our customers achieve an average 7x ROI within the first six months.
  • Scales with your use cases. From SMBs to mid-market, airSlate SignNow delivers results for businesses of all sizes.
  • Intuitive UI and API. Sign and send documents from your apps in minutes.

A smarter way to work: —how to industry sign banking integrate

Make your signing experience more convenient and hassle-free. Boost your workflow with a smart eSignature solution.

How to sign & fill out a document online How to sign & fill out a document online

How to sign & fill out a document online

Document management isn't an easy task. The only thing that makes working with documents simple in today's world, is a comprehensive workflow solution. Signing and editing documents, and filling out forms is a simple task for those who utilize eSignature services. Businesses that have found reliable solutions to industry sign banking nebraska permission slip secure don't need to spend their valuable time and effort on routine and monotonous actions.

Use airSlate SignNow and industry sign banking nebraska permission slip secure online hassle-free today:

  1. Create your airSlate SignNow profile or use your Google account to sign up.
  2. Upload a document.
  3. Work on it; sign it, edit it and add fillable fields to it.
  4. Select Done and export the sample: send it or save it to your device.

As you can see, there is nothing complicated about filling out and signing documents when you have the right tool. Our advanced editor is great for getting forms and contracts exactly how you want/require them. It has a user-friendly interface and full comprehensibility, giving you complete control. Create an account right now and begin enhancing your eSignature workflows with convenient tools to industry sign banking nebraska permission slip secure online.

How to sign and fill documents in Google Chrome How to sign and fill documents in Google Chrome

How to sign and fill documents in Google Chrome

Google Chrome can solve more problems than you can even imagine using powerful tools called 'extensions'. There are thousands you can easily add right to your browser called ‘add-ons’ and each has a unique ability to enhance your workflow. For example, industry sign banking nebraska permission slip secure and edit docs with airSlate SignNow.

To add the airSlate SignNow extension for Google Chrome, follow the next steps:

  1. Go to Chrome Web Store, type in 'airSlate SignNow' and press enter. Then, hit the Add to Chrome button and wait a few seconds while it installs.
  2. Find a document that you need to sign, right click it and select airSlate SignNow.
  3. Edit and sign your document.
  4. Save your new file in your account, the cloud or your device.

Using this extension, you avoid wasting time on boring assignments like downloading the document and importing it to an electronic signature solution’s library. Everything is close at hand, so you can quickly and conveniently industry sign banking nebraska permission slip secure.

How to sign documents in Gmail How to sign documents in Gmail

How to sign documents in Gmail

Gmail is probably the most popular mail service utilized by millions of people all across the world. Most likely, you and your clients also use it for personal and business communication. However, the question on a lot of people’s minds is: how can I industry sign banking nebraska permission slip secure a document that was emailed to me in Gmail? Something amazing has happened that is changing the way business is done. airSlate SignNow and Google have created an impactful add on that lets you industry sign banking nebraska permission slip secure, edit, set signing orders and much more without leaving your inbox.

Boost your workflow with a revolutionary Gmail add on from airSlate SignNow:

  1. Find the airSlate SignNow extension for Gmail from the Chrome Web Store and install it.
  2. Go to your inbox and open the email that contains the attachment that needs signing.
  3. Click the airSlate SignNow icon found in the right-hand toolbar.
  4. Work on your document; edit it, add fillable fields and even sign it yourself.
  5. Click Done and email the executed document to the respective parties.

With helpful extensions, manipulations to industry sign banking nebraska permission slip secure various forms are easy. The less time you spend switching browser windows, opening numerous accounts and scrolling through your internal files seeking a document is a lot more time for you to you for other significant jobs.

How to securely sign documents in a mobile browser How to securely sign documents in a mobile browser

How to securely sign documents in a mobile browser

Are you one of the business professionals who’ve decided to go 100% mobile in 2020? If yes, then you really need to make sure you have an effective solution for managing your document workflows from your phone, e.g., industry sign banking nebraska permission slip secure, and edit forms in real time. airSlate SignNow has one of the most exciting tools for mobile users. A web-based application. industry sign banking nebraska permission slip secure instantly from anywhere.

How to securely sign documents in a mobile browser

  1. Create an airSlate SignNow profile or log in using any web browser on your smartphone or tablet.
  2. Upload a document from the cloud or internal storage.
  3. Fill out and sign the sample.
  4. Tap Done.
  5. Do anything you need right from your account.

airSlate SignNow takes pride in protecting customer data. Be confident that anything you upload to your profile is secured with industry-leading encryption. Auto logging out will protect your account from unauthorized access. industry sign banking nebraska permission slip secure from the phone or your friend’s phone. Security is key to our success and yours to mobile workflows.

How to electronically sign a PDF document on an iPhone How to electronically sign a PDF document on an iPhone

How to electronically sign a PDF document on an iPhone

The iPhone and iPad are powerful gadgets that allow you to work not only from the office but from anywhere in the world. For example, you can finalize and sign documents or industry sign banking nebraska permission slip secure directly on your phone or tablet at the office, at home or even on the beach. iOS offers native features like the Markup tool, though it’s limiting and doesn’t have any automation. Though the airSlate SignNow application for Apple is packed with everything you need for upgrading your document workflow. industry sign banking nebraska permission slip secure, fill out and sign forms on your phone in minutes.

How to sign a PDF on an iPhone

  1. Go to the AppStore, find the airSlate SignNow app and download it.
  2. Open the application, log in or create a profile.
  3. Select + to upload a document from your device or import it from the cloud.
  4. Fill out the sample and create your electronic signature.
  5. Click Done to finish the editing and signing session.

When you have this application installed, you don't need to upload a file each time you get it for signing. Just open the document on your iPhone, click the Share icon and select the Sign with airSlate SignNow option. Your doc will be opened in the application. industry sign banking nebraska permission slip secure anything. In addition, making use of one service for all your document management requirements, things are faster, smoother and cheaper Download the app today!

How to sign a PDF on an Android How to sign a PDF on an Android

How to sign a PDF on an Android

What’s the number one rule for handling document workflows in 2020? Avoid paper chaos. Get rid of the printers, scanners and bundlers curriers. All of it! Take a new approach and manage, industry sign banking nebraska permission slip secure, and organize your records 100% paperless and 100% mobile. You only need three things; a phone/tablet, internet connection and the airSlate SignNow app for Android. Using the app, create, industry sign banking nebraska permission slip secure and execute documents right from your smartphone or tablet.

How to sign a PDF on an Android

  1. In the Google Play Market, search for and install the airSlate SignNow application.
  2. Open the program and log into your account or make one if you don’t have one already.
  3. Upload a document from the cloud or your device.
  4. Click on the opened document and start working on it. Edit it, add fillable fields and signature fields.
  5. Once you’ve finished, click Done and send the document to the other parties involved or download it to the cloud or your device.

airSlate SignNow allows you to sign documents and manage tasks like industry sign banking nebraska permission slip secure with ease. In addition, the safety of the information is priority. File encryption and private servers are used for implementing the latest capabilities in data compliance measures. Get the airSlate SignNow mobile experience and work more efficiently.

Trusted esignature solution— what our customers are saying

Explore how the airSlate SignNow eSignature platform helps businesses succeed. Hear from real users and what they like most about electronic signing.

Everything has been great, really easy to incorporate...
5
Liam R

Everything has been great, really easy to incorporate into my business. And the clients who have used your software so far have said it is very easy to complete the necessary signatures.

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I couldn't conduct my business without contracts and...
5
Dani P

I couldn't conduct my business without contracts and this makes the hassle of downloading, printing, scanning, and reuploading docs virtually seamless. I don't have to worry about whether or not my clients have printers or scanners and I don't have to pay the ridiculous drop box fees. Sign now is amazing!!

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airSlate SignNow
5
Jennifer

My overall experience with this software has been a tremendous help with important documents and even simple task so that I don't have leave the house and waste time and gas to have to go sign the documents in person. I think it is a great software and very convenient.

airSlate SignNow has been a awesome software for electric signatures. This has been a useful tool and has been great and definitely helps time management for important documents. I've used this software for important documents for my college courses for billing documents and even to sign for credit cards or other simple task such as documents for my daughters schooling.

Read full review
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Frequently asked questions

Learn everything you need to know to use airSlate SignNow eSignatures like a pro.

How do you make a document that has an electronic signature?

How do you make this information that was not in a digital format a computer-readable document for the user? " "So the question is not only how can you get to an individual from an individual, but how can you get to an individual with a group of individuals. How do you get from one location and say let's go to this location and say let's go to that location. How do you get from, you know, some of the more traditional forms of information that you are used to seeing in a document or other forms. The ability to do that in a digital medium has been a huge challenge. I think we've done it, but there's some work that we have to do on the security side of that. And of course, there's the question of how do you protect it from being read by people that you're not intending to be able to actually read it? " When asked to describe what he means by a "user-centric" approach to security, Bensley responds that "you're still in a situation where you are still talking about a lot of the security that is done by individuals, but we've done a very good job of making it a user-centric process. You're not going to be able to create a document or something on your own that you can give to an individual. You can't just open and copy over and then give it to somebody else. You still have to do the work of the document being created in the first place and the work of the document being delivered in a secure manner."

How do you electronically sign a pdf?

I have a pdf but the signature line is not visible and the page is not open, is there some way I can still do it? What does it mean for an application to be denied if I am currently incarcerated or on parole? I have an order of protection which is currently in effect. Can I still be denied if I am no longer in prison? Do I have to apply for a new driver's license if I change my name and my last name is changed to the same as my father's? I'm in the process of legally changing my name and I'm not sure if I have to do a driver's license renewal every year. I just received a notice that my license is about to expire and I need to fill out the online renewal form. What will happen? How do I remove my name from the DMV database if it has been reported stolen?

How to esign pdf in drive?

I'm trying to use my own logo, but I've got a problem: I'm using the logo I've got from my website. It looks fine. I'm trying to use it as the icon for a PDF. However, when I go to the logo in a pdf tool and choose the option to add it as an icon, I get the following message: "The file you're trying to open does not exist." The problem is, there is no way to use the icon on my logo, except I can use the logo as the icon for a pdf. Any help is appreciated! I just finished a few documents on my Macbook Pro with some custom templates that have no PDF icon, and I think it may be because I have no icon. Anyone else having this problem as well, or know why they get this? Thanks!