Omittance is no quittance. — Shakespeare
How many lawyers assist a client in forming a corporation, but merely assist in filing the annual reports and do nothing else? Failure to advise of the risk associated with this minimal approach may now more likely result in veil-piercing to reach the client for individual liability.
By Joseph R. Marconi1
Illinois courts have long held that the failure to follow corporate procedure may lead to the individual liability of a shareholder, director, or officer. Now, according to a recent case in the Appellate Court for the First District, even a non-shareholder — who is not an officer, director, or employee of a corporation — may be found individually liable for a judgment against a corporation where he exercises only equitable ownership and control over a corporation, even if there were no allegations that he engaged in any wrongdoing in the underlying case.