WHEN COURTS LOOK BEHIND THE COMPANY: CORPORATE VEIL PIERCING IN UZBEKISTAN, THE USA, AND THE EU

Abstract

Limited liability is the cornerstone of modern company law — the principle that separates the investor's personal fortune from the company's obligations. But every legal system recognizes that this separation can be abused, and every system has developed doctrines for deciding when courts may look behind the corporate form and impose personal liability on those who stand behind it. This article examines the doctrine of corporate veil piercing across three legal systems — the United States, the European Union, and Uzbekistan — situating the comparison within the broader contrast between Anglo-Saxon common law and Romano-Germanic civil law traditions. The US approach, rooted in Delaware's equity-based alter ego doctrine, is the most developed and litigated in the world, applying a demanding but flexible standard focused on fraud and injustice. EU civil law systems, led by Germany's statutory Konzernrecht framework, have resisted general veil piercing in favor of codified group liability rules. Uzbekistan, operating within a Romano-Germanic framework but still developing its corporate case law, has limited statutory tools for addressing corporate abuse and relies primarily on general Civil Code provisions whose application to veil piercing scenarios is uncertain. The article identifies the doctrinal gaps, assesses their practical implications for creditors and investors, and offers reform recommendations informed by comparative analysis.