Virginia Jury Instruction — 1.9.5.2 Subsidiary as Alter Ego of Parent Corporation When it comes to corporate law, the concept of a subsidiary acting as an alter ego of its parent corporation is a critical aspect to consider. This jury instruction, 1.9.5.2, is specifically related to Virginia state law and provides guidance on the circumstances under which a subsidiary can be treated as the alter ego of its parent company. In legal terms, an "alter ego" refers to a situation where a subsidiary is regarded as a mere extension or instrumentality of its parent corporation. This means that the subsidiary essentially operates as if it were the parent company itself, without maintaining separate identity, control, or formalities. When a court determines that a subsidiary is functioning as an alter ego of its parent corporation, it allows for the "piercing of the corporate veil," which enables liability to be imposed on the parent company for the subsidiary's actions or debts. Virginia Jury Instruction — 1.9.5.2 outlines the factors that can be considered when determining whether a subsidiary is acting as the alter ego of its parent corporation. These factors may include, but are not limited to: 1. Control: The degree of control exerted by the parent company over the subsidiary's operations, governance, and decision-making processes. This can include matters such as the appointment of directors, financial control, and strategic decision-making authority. 2. Formalities: The extent to which the subsidiary adheres to proper corporate formalities, such as maintaining separate bank accounts, holding independent board meetings, and observing corporate record-keeping requirements. The absence of these formalities may indicate that the subsidiary is being operated as an alter ego of the parent. 3. Intermingling of Assets: Whether there is a commingling of assets between the parent corporation and its subsidiary, resulting in blurred lines between their financial affairs. This intermingling could involve the sharing of funds, assets, or resources between the two entities. 4. Common Ownership: The ownership structure of both the parent and subsidiary corporations, including the identities of shareholders, directors, and officers. If there is a significant overlap in ownership, it may suggest that the subsidiary is being used as a mere façade to shield the parent company from liability. 5. Inadequate Capitalization: If the subsidiary is under capitalized, meaning it lacks sufficient financial resources to meet its obligations, this may indicate that it is merely an alter ego of the parent corporation. This situation allows the parent company to reap the benefits of limited liability while avoiding responsibility for the subsidiary's debts or liabilities. It is essential to note that Virginia Jury Instruction — 1.9.5.2 Subsidiary as Alter Ego of Parent Corporation does not establish a definitive test or automatic liability. Instead, these factors serve as guidance for the jury in determining whether the subsidiary should be treated as the alter ego of its parent corporation, allowing for potential piercing of the corporate veil and imposing liability on the parent company. Different variations or types of this jury instruction might exist to address specific industries or circumstances, such as subsidiaries involved in contractual disputes, tort claims, or fraudulent activities. However, the core principles regarding alter ego and corporate veil piercing remain largely consistent across various types of litigation cases.
Virginia Jury Instruction - 1.9.5.2 Subsidiary As Alter Ego Of Parent Corporation
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FAQ
In short, "clear" describes the character of unambiguous evidence, whether true or false; "convincing" describes the effect of evidence on an observer.
The Model Jury Instruction Committee is comprised of outstanding and experienced Virginia judges, practicing attorneys, and law professors who devote substantial time in the maintenance of this essential litigation resource.
In summary, the clear and convincing standard is higher than the preponderance of the evidence standard but lower than the beyond a reasonable doubt standard. It requires a high level of certainty in the evidence presented, but not to the same extent as in criminal cases.
Yes. Every juror must agree on the verdict. This is known as a unanimous verdict. If the jury cannot agree, then the judge must declare a mistrial.
Defendants claim that alter ego liability is a question of law that the Court must determine. Plaintiffs claim just the opposite; that alter ego liability is a matter of fact, to be resolved by the trier of fact: the jury.
The evidence must be credible; the memories of the witnesses must be clear and without confusion; and the sum total of the evidence must be of sufficient weight to convince the trier of fact without hesitancy.
In order to prove something by clear and convincing standard the evidence must prove that it is ?substantially more likely than not? that it is true. There isn't an exact percentage you have to win by under this standard but a rule of thumb would be approximately 80%.
Ing to the Supreme Court in Colorado v. New Mexico, 467 U.S. 310 (1984), "clear and convincing? means that the evidence is highly and substantially more likely to be true than untrue. In other words, the fact finder must be convinced that the contention is highly probable.