National Report on the United States

United States’ Laws Addressing the Two Central Challenges Created by Groups of Companies: Protection of Minority Shareholders and of Creditors
  • Franklin A. GevurtzEmail author
Part of the Ius Comparatum - Global Studies in Comparative Law book series (GSCL, volume 43)


Affiliation of corporations through parent-subsidiary relationships or common control creates numerous issues under diverse laws in the United States. This chapter focuses, however, on the two central legal challenges created by such corporate groups: (i) Protecting minority shareholders of subsidiaries and controlled corporations from misappropriation and unfair freeze-outs by parent companies and controlling shareholders, and (ii) protecting creditors of subsidiaries and controlled corporations from misappropriation, fraud, and externalization of risk in undercapitalized subsidiaries by parent companies and controlling shareholders.


Journal Articles

  1. Atanasov V et al (2014) Unbundling and measuring tunneling. Univ Ill Law Rev 2014:1697–1738Google Scholar
  2. Berle A (1947) The theory of enterprise liability. Colum Law Rev 47:343–358CrossRefGoogle Scholar
  3. Clark R (1977) Duties of the corporate debtor to its creditors. Harv Law Rev 90:505–562CrossRefGoogle Scholar
  4. Easterbrook F, Fischel D (1985) Limited liability and the corporation. Univ Chic Law Rev 52:89–117CrossRefGoogle Scholar
  5. Gevurtz F (1997) Piercing piercing: an attempt to lift the veil of confusion surrounding the doctrine of piercing the corporate veil. Or Law Rev 76:853–907Google Scholar
  6. Gilson R (2006) Controlling shareholders and corporate governance: complicating the comparative taxonomy. Harv Law Rev 119:1641–1679Google Scholar
  7. Johnson S et al (2000) Tunneling. Am Econ Rev 90:22–27CrossRefGoogle Scholar
  8. Oh P (2010) Veil-Piercing. Tex Law Rev 89:81–145Google Scholar
  9. Schaefer E (1982) The fallacy of weighing asset value and earnings value in the appraisal of corporate stock. South Calif Law Rev 55:1031–1096Google Scholar
  10. Thompson R (1991) Piercing the corporate veil: an empirical study. Cornell Law Rev 76:1036–1074Google Scholar


  1. Blumberg P et al (2018) The law of corporate groups, 2nd edn. Walters Kluwer, Alphen aan den RijnGoogle Scholar
  2. Gevurtz F (2010) Corporation law, 2nd edn. West, St PaulGoogle Scholar
  3. Gevurtz F, Sautter C (2019) Mergers and acquisitions law. West Academic, St. PaulGoogle Scholar

Online Publications

  1. Booth R (2016) The fallacy of adjusting valuation for growth and inflation. Available at Accessed 1 June 2019

Copyright information

© Springer Nature Switzerland AG 2020

Authors and Affiliations

  1. 1.University of the Pacific, McGeorge School of LawSacramentoUSA

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