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[Robert Redelmeier]

You'll have to show me that one! AFAIK, Austrailian law
comes from the sample place as ours; English Common Law,
which certainly does have the concept of limited-liability

Comparatively recently (1811 for NY, 1854 for UK, 1931 for Calif)

http://www.economist.com/diversions/millennium/displayStory.cfm?Story_ID=347323
particularly PDF in right sidebar.

I couldn't quickly find a reference to Australia.

In the dark ages this was true. I challenge you to find
this in law in the last two hundred years (outside Cicily,
...or Chicago .

I believe in NY & WI, shareholders are still liable pro-rata
for unpaid wages.

-- Robert

 

[Felger Carbon]

I believe in NY & WI, shareholders are still liable pro-rata
for unpaid wages.

Are you talking about a corporation with (say) a manufacturing plant
in one state, incorporated in another state, and a stock owner in a
third state (or even a foreign country)? I'd like to hear more,
Robert!

 

[keith]

Comparatively recently (1811 for NY, 1854 for UK, 1931 for Calif)

http://www.economist.com/diversions/millennium/displayStory.cfm?Story_ID=347323
particularly PDF in right sidebar.

I couldn't quickly find a reference to Australia.


I believe in NY & WI, shareholders are still liable pro-rata
for unpaid wages.

If what you say is true (I'm quire sure it isn't), why in hell would
anyone incorporate in those states? One of the principle purposes of
incorporation is limited liability.

 

[Robert Redelmeier]

Are you talking about a corporation with (say) a manufacturing
plant in one state, incorporated in another state, and a stock
owner in a third state (or even a foreign country)? I'd like
to hear more, Robert!

Yes. It gets very complicated, but wage-hour liability <ggl>
isn't that easy to evade and often "pierces the veil" <ggl> to
put liability on individuals. Most often officers and directors,
sometimes on shareholders. Wages are a priviliged liability class.

If you accepted stock or options in lieu of wages, you're are
probably out of luck when it dot-bombs. However, if they owed
you real wages and the statute of limitations hasn't expired, you
may still be able to get blood from a stone. A labor-specialist
lawyer should be able to advise you.

-- Robert

 

[Felger Carbon]

Yes. It gets very complicated, but wage-hour liability <ggl>
isn't that easy to evade and often "pierces the veil" <ggl> to
put liability on individuals. Most often officers and directors,
sometimes on shareholders. Wages are a priviliged liability class.

Robert, are you aware that an order by a NY state judge becomes
invalid across the NY state line? NY can't even collect from a New
Jersey-based stockholder.

 

[keith]

Yes. It gets very complicated, but wage-hour liability <ggl>
isn't that easy to evade and often "pierces the veil" <ggl> to
put liability on individuals. Most often officers and directors,
sometimes on shareholders. Wages are a priviliged liability class.

Certainly wages are priveleged, as are taxes (an even higher privelege).
But the incorporation is an even higher privelege, unless fraud or other
illegal activities can be shown that break the corporate protection.

I challenge you to show me one case of a publically traded stock where the
holders were forced to reach in their pockets to pay a paycheck *or*
taxes. Certainly they may volunteer to get the company out of
liquidation, but *forced*? You're going to have to show this one.

If you accepted stock or options in lieu of wages, you're are probably
out of luck when it dot-bombs. However, if they owed you real wages and
the statute of limitations hasn't expired, you may still be able to get
blood from a stone. A labor-specialist lawyer should be able to advise
you.

If there are no assets to go after, you're likewise out of luck. The
stockholders are *not* liable. The executive may be though. Again, you
can "easily" prove me wrong with a counerexample, not involving fraud and
principals, obviously.

 

[Robert Redelmeier]

Robert, are you aware that an order by a NY state judge
becomes invalid across the NY state line? NY can't even
collect from a New Jersey-based stockholder.

Technically, yes. But a good lawyer can take that NY order
to a NJ judge and get it homolgated. Part of the "full faith
and credit" clause in the US Constitution.

-- Robert

 

[Robert Redelmeier]

If what you say is true (I'm quire sure it isn't), why in
hell would anyone incorporate in those states? One of the
principle purposes of incorporation is limited liability.

Certainly. And only of the main purposes of Labor Laws is
ensuring wages get paid. Conflict!

The choice of where to incorporate isn't simple. There may
be other advantages to NY incorporation. Furthermore, I'm
just repeating what is read in the [credible] reference.

I wouldn't be at all surprised if the obligation to pay
wages wasn't on NY incorporation, but on NY operations.

-- Robert

 

[Robert Redelmeier]

I challenge you to show me one case of a publically traded stock where the
holders were forced to reach in their pockets to pay a paycheck *or*
taxes. Certainly they may volunteer to get the company out of
liquidation, but *forced*? You're going to have to show this one.

http://caselaw.lp.findlaw.com/scripts/printer_friendly.pl?page=us/329/482.html

a bit old (1947), and maybe not publicly-traded, but it came
back quickly on Google

If there are no assets to go after, you're likewise out of luck.
The stockholders are *not* liable.

You would think. I would think. But law is very complex.
Shareholders have assets, so why would they not be tempting?

-- Robert

 

[keith]

Technically, yes. But a good lawyer can take that NY order
to a NJ judge and get it homolgated. Part of the "full faith
and credit" clause in the US Constitution.

I don't think so! THe FF&C clause doesn't reach this far into one's
pocket. Otherwise BE wouldn't have such a great time of it.

You're going to have to reach further down to convince me.

 

[keith]

http://caselaw.lp.findlaw.com/scripts/printer_friendly.pl?page=us/329/482.html

a bit old (1947), and maybe not publicly-traded, but it came
back quickly on Google


You would think. I would think. But law is very complex.
Shareholders have assets, so why would they not be tempting?

Tempting, perhaps. The seperation of stockholder and corporation is
rather a high one though. YOu still haven't shown a clear breach of this
*mountain*. I don't think it exists, and for damned good reason.

 

[keith]

Certainly. And only of the main purposes of Labor Laws is
ensuring wages get paid. Conflict!

Sure, btu the stock holders are not responsible for wages, or
corporate taxes for that matter. The executives certainly are, but there
is a wide gulf between the two.

The choice of where to incorporate isn't simple. There may be other
advantages to NY incorporation. Furthermore, I'm just repeating what is
read in the [credible] reference.

What advantage? IBM is incorporated in NY because it always has been. It
would "upset" the stockholders more than it's worth to go elsewhere. Also
VT is the home of the re-insurance business, because they'll do anything
to bring in a few bucks (see: whore). The point is that companies will
incorporate where it's best for them.

I wouldn't be at all surprised if the obligation to pay wages wasn't on
NY incorporation, but on NY operations.

You haven't even shown this to be true. Certainly the obligation to pay
wages is on the *corporation* and FF&C comes into play here, but you have
a major selling job to show me that this breaches the wall to the stock
holders (absent stock fraud, obviously). I simply do *not* buy it.

 

[Robert Redelmeier]

I don't think so! THe FF&C clause doesn't reach this far into
one's pocket. Otherwise BE wouldn't have such a great time of it.

You're going to have to reach further down to convince me.

Easily. Supposing a NJ driver gets in an traffic accident
in NYC (happens every day). Of course the judgement can be
domesticated in NJ, and executed against him or his inse.

-- Robert

 

[keith]

Easily. Supposing a NJ driver gets in an traffic accident
in NYC (happens every day). Of course the judgement can be
domesticated in NJ, and executed against him or his inse.

In this case your driver is not protected by a corporate umbrella. He
has personally dammaged another person and is as such liable for the
damages. His insurance is responsible, by contract, to protect said driver
against financial harm, of course up to the limits of the contract. The
owners of the insurance company are not in harm's way of any litigation
beyond that contract or their prior investment.

Wanna try again? ;-)

 

[Robert Redelmeier]

In this case your driver is not protected by a corporate
umbrella. He has personally dammaged another person and is
as such liable for the damages. His insurance is responsible,
by contract, to protect said driver against financial harm,
of course up to the limits of the contract. The owners of
the insurance company are not in harm's way of any litigation
beyond that contract or their prior investment.

Wanna try again? ;-)

I thought we were talking about the enforcability of out-of-state
judgements. Nothing to do with piercing-the-veil.

-- Robert

 

[Robert Redelmeier]

Tempting, perhaps. The seperation of stockholder and corporation is
rather a high one though. YOu still haven't shown a clear breach of this
*mountain*. I don't think it exists, and for damned good reason.

OK, so try:

http://home.sandiego.edu/~lsolum/Colloquia/Swain-Piercing.doc

or any of the other Google hits on "piercing the veil".

-- Robert

 

[Felger Carbon]

I thought we were talking about the enforcability of out-of-state
judgements. Nothing to do with piercing-the-veil.

Robert, in your example, a person living in another state (NJ) commits
an offense _in_ NY! Not the same as picking the pocket of a NJ
stockholder. In addition:

Both NY and NJ have accidents. But only NY (according to you!) has
the stockholder-pocket-picking law. Not NJ. So NJ has no motive to
recognize the NY law (if there really is one).

 

[Felger Carbon]

OK, so try:

http://home.sandiego.edu/~lsolum/Colloquia/Swain-Piercing.doc

I did try, Robert. "document not available". Got a good URL?

 

[Robert Redelmeier]

Robert, in your example, a person living in another state
(NJ) commits an offense _in_ NY! Not the same as picking
the pocket of a NJ stockholder. In addition:

I was more responding to your first part upthread:

.> Robert, are you aware that an order by a NY state judge
.> becomes invalid across the NY state line? NY can't even
.> collect from a New Jersey-based stockholder.

Yes, judge's orders can be domesticated to have effect in
another state. They are for traffic accidents. FF&C would seem
to require it even if that state didn't have a similar law.

Second, the offense (unpaid wages) _did_ occur in NY if
the plant was in NY, wherever the owners reside.

-- Robert

 

[Robert Redelmeier]

I did try, Robert. "document not available". Got a good URL?

Yes, it's gone 404. I got it from the Google cache.

-- Robert