Memo in support of proposal to repeal state veil-piercing law

SUMMARY

The Corporation Law Committee wrote a memorandum supporting efforts of the Joint Legislative Committee of the Business Law Section and the International Law Section of the New York State Bar Association to repeal Section 630 of the New York Business Corporation Law (“BCL”) and to repeal subdivisions (c) and (d) of Section 609 of the New York Limited Liability Company Law (the “LLCL”) (collectively, the “Veil Piercing Legislation”). The Committee believes that the Veil Piercing Legislation, including recent expansions of BCL 630 to apply to foreign corporations, is inadvisable for a variety of policy reasons and likely conflicts with the “dormant commerce clause” of the United States Constitution.