THE CORPORATE VEIL IN REVERSE: A COMPARATIVE ANALYSIS AND A CASE FOR CODIFIED REFORM IN INDIA
Gautam Bhatia, Associate at Status Quo Legal, (India)
The principle of separate corporate personality, a cornerstone of modern commerce, has long been protected by a conceptual “veil” separating the entity from its members. While the traditional piercing of this veil to hold shareholders liable for corporate debts is a well-established, if inconsistently applied, doctrine, its corollary—reverse piercing—remains far more controversial. This doctrine, which holds a corporation liable for the debts of its controlling shareholders, presents a profound challenge to corporate law’s foundational tenets of entity shielding and separate patrimony. This article undertakes an exhaustive comparative analysis of the judicial treatment of reverse piercing across three key common law jurisdictions: the United States, the United Kingdom, and India. It demonstrates a significant and hardening divergence in judicial approaches. The United States exhibits a pragmatic but increasingly fractured and entity-dependent jurisprudence, while the United Kingdom has, following the landmark decision in Prest v. Petrodel Resources Ltd., adopted a highly restrictive “evasion principle” that has rendered the doctrine nearly obsolete. In contrast, India’s judiciary and tribunals, driven by the economic exigency of large-scale corporate fraud and mounting non-performing assets, are developing functional equivalents to reverse piercing through ad-hoc mechanisms in insolvency and arbitration law. This article argues that these global trends, particularly the move towards judicial conservatism in the US and UK, coupled with India’s unique economic challenges, create a compelling imperative for legislative intervention. It concludes by proposing the codification of a clear, safeguarded “Trigger Test” in India a framework designed not to weaken the corporate veil, but to reinforce its integrity by ensuring it serves as a shield for legitimate enterprise, not a cloak for fraud.
| 📄 Type | 🔍 Information |
|---|---|
| Research Paper | LawFoyer International Journal of Doctrinal Legal Research (LIJDLR), Volume 3, Issue 4, Page 2264–2289. |
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| This work is licensed under a Creative Commons Attribution-NonCommercial 4.0 International License . | © Authors, 2026. All rights reserved. |