Piercing the Corporate Veil: A Comparative Analysis of Common and Civil Law Approaches

Authors: Abdullahi Yusuf Abdullahi, Ph. D

Affiliation: Senior Lecturer, Faculty of Law, Niger Delta University, Wilberforce Island, Bayelsa State, Nigeria.

Corresponding Author: [email protected]

November 18, 2025

SIAR-Global Journal of Social Sciences & Legal Review

DOI: 10.5281/zenodo.17641806

Piercing the Corporate Veil: A Comparative Analysis of Common and Civil Law Approaches

Research Article Social Sciences

Abstract

The doctrine of corporate personality established in Salomon v Salomon & Co. remains the cornerstone of company law, ensuring that a corporation is a distinct legal entity separate from its members. However, the rigidity of this principle often yields to equitable and public policy considerations through the judicial and statutory device of “piercing” the veil of a company. This paper undertakes a comparative analysis of veil-piercing mechanisms across countries rooted in both common-law and civil-law frameworks, specifically Nigeria, the United States, China, and Germany. It examines the theoretical foundations, judicial approaches, and statutory interventions that guide courts in disregarding corporate personality to hold individuals behind the company personally liable. The doctrinal research method was used. Reliance was placed on primary sources such as companies’ Acts in jurisdictions in focus and relevant case law. Secondary sources such as journals both online and offline were used in the research. It also employs a comparative functional approach in analysing the applicable law in the selected jurisdictions. The study finds that while common law jurisdictions adopt a largely case-driven and discretionary approach anchored on fraud, facade, and agency principles, civil law jurisdictions apply more codified and predictable standards grounded in abuse of rights and corporate misuse doctrines. By mapping these divergent yet converging trends, the paper argues that veil piercing reflects each jurisdiction’s balance between corporate autonomy and accountability. It concludes that Nigeria could benefit from a hybrid model that combines the predictability of civil law systems with the adaptability of common law equity, ensuring corporate responsibility without undermining legitimate enterprise.

Keywords

Corporate Personality, Veil Piercing, Limited Liability, Comparative Company Law, Judicial Accountability

Full Article

Download Full Article (PDF)

How to Cite

Abdullahi Yusuf Abdullahi, Ph. D (2025). Piercing the Corporate Veil: A Comparative Analysis of Common and Civil Law Approaches. SIAR-Global Journal of Social Sciences & Legal Review, Vol. 1, No. 1. DOI: 10.5281/zenodo.17641806

Share This Article

Facebook LinkedIn

Piercing the Corporate Veil: A Comparative Analysis of Common and Civil Law Approaches

Abstract

Keywords

Full Article

How to Cite

Share This Article

Article Information

Related Articles

Principals’ Motivational Skills as Correlate of Teachers’ Job …

Media Framing and Regional Politicization of Social Movements …

About This Journal

SIAR-Global Journal of Social Sciences & Legal Review