8.5 Piercing the corporate veil

The fifth chapter deals with liability for the actual control of companies as a result of piercing the corporate veil. The first part deals with the doctrine of identification that is characterized as a direct form of piercing the veil. In such cases the principle that legal persons are equated with natural persons for property law purposes (section 2:5 DCC) is set aside. The second part of this chapter concerns an indirect form of piercing the veil, which leaves section 2:5 DCC intact but in fact achieves the same result. It is indirect, because the liability relates to obligations of the legal entity, but these are at the expense of the policymaker pursuant to section 6:162 DCC, because the policymaker personally committed a wrongful act against the creditor(s) of the legal entity. The author deals with this particular subject from the perspective of groups of companies, whereby a parent company is held liable for obligations of its subsidiary.