[No. 119] Two Interesting Links

1. Under Dutch corporate law, the doctrine of piercing the corporate veil does not lead an obscure existence; related case law is pretty abundant, although it's typically an application of the broader concept of tort. For a nice outline of the doctrine and case law see here. Recently, the Delaware Chancery Court had an opportunity to revisit this subject under Delaware law in Case Financial, Inc. v. Alden, C.A. No. 1184-VCP (Del. Ch. 2009). As usual, Francis Pileggi has the details.
2. Under Dutch corporate law, which applies the 'stakeholder' approach  and not some form of shareholder wealth maximization norm (US) or enlightened shareholder value model (UK), managing and supervisory directors are supposed to act in the best interests of the corporation and in doing so, pay appropriate attention to the interests of all the stakeholders involved - including shareholders, employees and creditors - in the decisionmaking process. Under Delaware, things are a bit different (as the focus is generally more on shareholders' interests), but that doesn't mean directors of Delaware corporations are never confronted with issues of competing interests, as shown by the recent case of In re Trados Incorporated Shareholder Litigation, C.A. No. 1512-CC (Del. Ch. 2009). Steve Bainbridge disagrees with the analysis applied by Chancellor Chandler, arguing directors should not owe fiduciary duties to preferred stockholders period.