1. S. M. Bainbridge, ‘Abolishing Veil Piercing’, 26 Journal of Corporation Law (2001) p. 479.
2. As a leading text observes: ‘Finally, the doctrine of piercing the corporate veil allows courts to impose liability on shareholders in appropriate cases, notwithstanding the limited-liability rule.... As a practical matter, therefore, the piercing doctrine may act as a safety valve that takes some of the pressure off the limited liability rule in cases where the rule is most dubious.’ W.L. Cary and M.A. Eisenberg, Cases and Materials on Corporations, 7th edn. unabr. (St. Paul, West Publishing 1995) p. 191.
3. See S.B. Presser, ‘Thwarting the Killing of the Corporation: Limited Liability, Democracy, and Economics’, 87 Northwestern University Law Review (1992) p. 148, at pp. 155–56 (arguing that limited liability was originally rooted in a legislative desire to encourage small and impecunious entrepreneurs to start and grow new businesses); see also Cary and Eisenberg, supra n. 2, at p. 190 (explaining that’ state legislatures in particular often seem to put much more weight on promoting local business formation than on requiring the internalization of externalities’).
4. See F.H. Easterbrook and D.R. Fischel, ‘Limited Liability and the Corporation’, 52 University of Chicago Law Review (1985) p. 89 (explaining that veil piercing’ seems to happen freakishly. Like lightning, it is rare, severe, and unprincipled’); cf., Berkey v. Third Ave. Ry. Co., 155 N.E. 58, 61 (N.Y. 1926) (Cardozo, J.) (opining that veil piercing is a doctrine ‘enveloped in the mists of metaphor’).
5. See Bainbridge, supra n. 1, at p. 515 (arguing that the veil piercing doctrine ‘is inconsistent with the goals of certainty and predictability’).