(A) A holder has no obligation to, and has no liability to, the covered entity or to any person with respect to any obligation or liability of the covered entity in a silicosis claim or a mixed dust disease claim under the doctrine of piercing the corporate veil unless the person seeking to pierce the corporate veil demonstrates all of the following:
(1) The holder exerted such control over the covered entity that the covered entity had no separate mind, will, or existence of its own.
(2) The holder caused the covered entity to be used for the purpose of perpetrating, and the covered entity perpetrated, an actual fraud on the person seeking to pierce the corporate veil primarily for the direct pecuniary benefit of the holder.
(3) The person seeking to pierce the corporate veil sustained an injury or unjust loss as a direct result of the control described in division (A)(1) of this section and the fraud described in division (A)(2) of this section.
(B) A court shall not find that the holder exerted such control over the covered entity that the covered entity did not have a separate mind, will, or existence of its own or to have caused the covered entity to be used for the purpose of perpetrating a fraud solely as a result of any of the following actions, events, or relationships:
(1) The holder is an affiliate of the covered entity and provides legal, accounting, treasury, cash management, human resources, administrative, or other similar services to the covered entity, leases assets to the covered entity, or makes its employees available to the covered entity.
(2) The holder loans funds to the covered entity or guarantees the obligations of the covered entity.
(3) The officers and directors of the holder are also the officers and directors of the covered entity.
(4) The covered entity makes payments of dividends or other distributions to the holder or repays loans owed to the holder.
(5) In the case of a covered entity that is a limited liability company, the holder or its employees or agents serve as the manager of the covered entity.
(C) The person seeking to pierce the corporate veil has the burden of proof on each and every element of the person's claim and must prove each element by a preponderance of the evidence.
(D) Any liability of the holder described in division (A) of this section for an obligation or liability that is limited by that division is exclusive and preempts any other obligation or liability imposed upon that holder for that obligation or liability under common law or otherwise.
(E) This section is intended to codify the elements of the common law cause of action for piercing the corporate veil and to abrogate the common law cause of action and remedies relating to piercing the corporate veil in silicosis claims and mixed dust disease claims. Nothing in this section shall be construed as creating a right or cause of action that did not exist under the common law as it existed on the effective date of this section.
(F) This section applies to all silicosis claims and mixed dust disease claims commenced on or after the effective date of this section or commenced prior to and pending on the effective date of this section.
(G) This section applies to all actions asserting the doctrine of piercing the corporate veil brought against a holder if any of the following apply:
(1) The holder is an individual and resides in this state.
(2) The holder is a corporation organized under the laws of this state.
(3) The holder is a corporation with its principal place of business in this state.
(4) The holder is a foreign corporation that is authorized to conduct or has conducted business in this state.
(5) The holder is a foreign corporation the parent corporation of which is authorized to conduct business in this state.
(6) The person seeking to pierce the corporate veil is a resident of this state.
(H) As used in this section, unless the context otherwise requires:
(3) "Covered entity" means a corporation, limited liability company, limited partnership, or any other entity organized under the laws of any jurisdiction, domestic or foreign, in which the shareholders, owners, or members are generally not responsible for the debts and obligations of the entity. Nothing in this section limits or otherwise affects the liabilities imposed on a general partner of a limited partnership.
(4) "Holder" means a person who is the holder, beneficial owner, or subscriber of shares or any other ownership interest of a covered entity, a member of a covered entity, or an affiliate of any person who is the holder, beneficial owner, or subscriber of shares or any other ownership interest of a covered entity.
(5) "Piercing the corporate veil" means any and all common law doctrines by which a holder may be liable for an obligation or liability of a covered entity on the basis that the holder controlled the covered entity, the holder is or was the alter ego of the covered entity, or the covered entity has been used for the purpose of actual or constructive fraud or as a sham to perpetrate a fraud or any other common law doctrine by which the covered entity is disregarded for purposes of imposing liability on a holder for the debts or obligations of that covered entity.
Cite as R.C. § 2307.902
History. Effective Date: 09-01-2004