Organized: The Business Law Breakdown

Piercing the Corporate Veil – Episode 6: Parent-Subsidiary Piercing

Professor Seth C. Oranburg explores veil piercing in parent–subsidiary relationships, with a focus on high-stakes regulatory and environmental contexts where public harm is at issue. These cases test the balance between preserving corporate separateness and ensuring accountability, particularly when involuntary victims—such as pollution-affected communities—are involved.
The discussion begins with United States v. Bestfoods (1998), where the U.S. Supreme Court considered whether a parent corporation could be liable under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) for a subsidiary’s pollution. The Court clarified that ownership alone does not create liability, but direct management or operation of the polluting facility by the parent may. In regulatory contexts like CERCLA, statutory provisions can supplement or even bypass traditional veil-piercing analysis when public protection demands it.
Oranburg contrasts this with Cartmel v. Westin Hotel Co. (5th Cir. 1999), a wrongful death suit arising from a scuba accident involving an international hotel franchise. Despite shared branding and guidelines, the court refused to pierce the veil because the parent and subsidiary maintained separate finances, management, and operations—illustrating courts’ reluctance to extend liability in the absence of direct control or misuse of the corporate form.
Key themes include:
Traditional test application – Unity of interest and injustice still apply, but in a vertical (parent–subsidiary) rather than horizontal context.
Regulatory overlay – Statutes like CERCLA can lower the liability threshold in environmental and public policy cases.
Practical safeguards – Separate boards, bank accounts, and independent decision-making remain the best defenses against parent-level liability.
The episode underscores that while corporate groups benefit from efficiency, abuse of separateness—particularly in regulated industries—invites judicial and statutory intervention.

Piercing the Corporate Veil – Episode 7: Modern Veil Piercing Applications

Professor Seth C. Oranburg examines how veil-piercing doctrines are adapting to contemporary business models in technology, platform economies, and complex finance. These emerging contexts blur traditional corporate boundaries, forcing courts to consider new forms of “unity of interest” and control.
The episode begins with Doe v. Uber Technologies (Cal. Ct. App. 2021), where a passenger alleged assault by an Uber driver and sought to pierce the veil between Uber’s parent company and its operating subsidiaries. The case raises unsettled questions about whether centralized algorithmic control—fare setting, performance monitoring, and driver rating systems—can constitute domination sufficient to disregard corporate separateness in gig economy tort claims.
The discussion then turns to Enron Creditors Recovery Corp. v. Alfa, S.A.B. de C.V. (2d Cir. 2011), part of the litigation fallout from Enron’s 2001 collapse. The case illustrates how intricate webs of subsidiaries and special-purpose entities can obscure debt, inflate assets, and complicate creditor recovery. While the court ultimately upheld certain bankruptcy safe harbors, the broader Enron saga underscores veil piercing’s potential role in dismantling fraudulent financial structures—echoing themes from horizontal piercing in Episode 5.
Key takeaways include:
Gig economy adaptation – Courts may scrutinize digital integration and algorithmic oversight as modern forms of commingling or control.
Financial fraud parallels – Opaque affiliate structures can invite piercing in bankruptcy and fraud cases, even if statutory protections sometimes shield transactions.
Policy balance – The challenge lies in preventing risk externalization without chilling innovation.
This episode positions veil piercing as a flexible, evolving doctrine—capable of addressing novel corporate abuses while maintaining the core protections that support business growth.

Piercing the Corporate Veil – Episode 8: Preventing Veil Piercing

In the season finale, Professor Seth C. Oranburg synthesizes lessons from across the series to deliver practical guidance for avoiding veil piercing. Drawing on cases from Walkovszky v. Carlton to Doe v. Uber Technologies, the episode distills recurring judicial themes into actionable steps for business owners, attorneys, and law students.
The central message: limited liability is not absolute. Courts will disregard the corporate form when entities are undercapitalized, commingle assets, fail to operate independently, or use the structure to externalize foreseeable harms. These risks are heightened in single-member LLCs, affiliated entity groups, regulated industries, and digital platform models where control is centralized.
Key preventive measures include:
Maintain financial boundaries – Separate bank accounts and careful documentation of inter-entity transactions.
Ensure adequate capitalization – Support potential liabilities with reserves and insurance.
Observe formalities – Hold meetings, keep minutes, and follow governance procedures—even for flexible LLCs.
Promote independent governance – Distinct boards, separate management, and arm’s-length dealings.
Craft and follow strong agreements – Particularly operating agreements in LLCs.
Limit operational control in corporate groups – Avoid micromanagement that blurs separateness.
Secure comprehensive insurance – Both to cover losses and demonstrate responsible risk planning.
Conduct regular compliance reviews – Adapt structures as law and industry evolve.
Common pitfalls to avoid include: ignoring separateness in single-member LLCs, lax boundaries in series LLCs, overlooking regulatory piercing risks in areas like environmental law, and assuming digital integration won’t be scrutinized as a form of domination.
The episode closes by looking ahead to challenges posed by AI, blockchain, cross-border business, and new gig economy models, reinforcing that substance over form remains the guiding principle: if you respect the corporate form, the law will respect it too.

Financial Literacy for Lawyers – Episode 1: Why Lawyers Must Be "Numerate"

In the season premiere, Professor Seth C. Oranburg opens Financial Literacy for Lawyers by confronting a costly myth in legal practice—that lawyers can safely ignore financial statements. Across the season, Oranburg will equip lawyers with the financial fluency to connect law and business, showing how accounting concepts translate into legal strategy for transactions, compliance, and litigation.
This first episode reframes balance sheets, income statements, and cash flow statements as essential evidence, not just bookkeeping artifacts. Drawing on real-world cautionary tales, including the Enron and WorldCom scandals, Oranburg demonstrates how insolvency risks, fraudulent conveyance claims, and governance failures often appear in the numbers long before they show up in court filings.
Listeners are introduced to key concepts—such as liquidity ratios, capitalization, and hidden liabilities—in plain language, with an emphasis on their legal consequences. The episode also previews the season’s progression: from breaking down each major financial statement to analyzing valuation methods, uncovering red flags, and exploring how financial data influences areas like fiduciary duties, M&A, and bankruptcy.
By the end of the episode, lawyers will see that financial literacy is not just a business skill—it’s a professional safeguard and a source of strategic advantage.

Financial Literacy for Lawyers – Episode 2: Cutting Through Jargon Like a Lightsaber

Professor Oranburg tackles one of the biggest barriers to financial fluency: dense, intimidating terminology. Building on Episode 1’s case for legal numeracy, this installment uses a mix of plain-language definitions and pop culture analogies—most memorably, a Star Wars “lightsaber” metaphor—to help listeners slice through the complexity of financial jargon. The episode introduces terms like EBITDA, accruals, leverage, and liquidity in their legal context, connecting each to how lawyers encounter them in due diligence, contracts, litigation, and regulatory work. As the season progresses, these concepts will serve as the foundation for deeper dives into the three primary financial statements, empowering lawyers to speak confidently with clients, counterparties, and financial experts.

Financial Literacy for Lawyers – Episode 3: The Balance Sheet

This episode takes the first deep dive into the “big three” financial statements by examining the balance sheet—described as a snapshot of an entity’s financial position at a given point in time. Oranburg explains how assets, liabilities, and equity interrelate, and why their composition matters for legal work from corporate governance to bankruptcy proceedings. He uses practical examples to show how lawyers can spot undercapitalization, asset pledges, or debt structures that may impact creditor rights or trigger covenants. The discussion builds on earlier lessons about jargon, translating terms like “current assets,” “goodwill,” and “retained earnings” into legal implications. This foundation will link directly to the next episodes’ exploration of the income statement and cash flow statement, continuing the season’s progression from literacy to fluency.

Financial Literacy for Lawyers – Episode 4: The Income Statement

Continuing the season’s systematic approach to the “big three” financial statements, Professor Oranburg breaks down the income statement—an entity’s performance report over a set period. He walks through revenue, expenses, and net income, clarifying how each category can be manipulated or misunderstood. Real-world examples show how aggressive revenue recognition, one-time charges, or cost-shifting can distort the bottom line, with direct consequences in litigation, M&A valuations, and securities disclosures. The episode connects these lessons to the balance sheet analysis from Episode 3, illustrating how income statement trends affect overall financial health and legal risk.

Financial Literacy for Lawyers – Episode 5: The Cash Flow Statement

Shifting from profit to liquidity, this episode examines the cash flow statement as a measure of an entity’s operational reality. Oranburg explains the three sections—operating, investing, and financing activities—and shows how cash flow analysis can reveal solvency problems that the income statement might conceal. Through examples like leveraged buyouts and distressed startups, he demonstrates how negative operating cash flow can foreshadow bankruptcy or breach of loan covenants. The discussion ties back to prior episodes, emphasizing how balance sheet, income statement, and cash flow data must be read together for accurate legal insight.

Financial Literacy for Lawyers – Episode 6: Integrated Financial Statement Analysis

Here, the season’s earlier building blocks come together. Oranburg teaches listeners how to analyze the three primary financial statements as an interconnected system, using ratios and trend analysis to uncover red flags and confirm strengths. Legal applications include due diligence in mergers, evaluating solvency in fraudulent transfer claims, and assessing damages in commercial litigation. The episode provides a step-by-step framework for integrating numerical analysis into legal decision-making, setting the stage for more specialized topics in the latter half of the season.

Financial Literacy for Lawyers – Episode 7: Boardroom Numeracy

Turning to governance, Oranburg addresses the financial literacy expectations of corporate directors and officers. Using fiduciary duty cases and real-world board failures, he shows how inadequate financial oversight can lead to liability for breach of the duty of care. Topics include reading financials for strategic planning, detecting early signs of distress, and asking the right questions in board meetings. The episode reinforces that financial literacy is not just an advisory skill—it’s a core component of responsible corporate governance.