McKay v. Longman ( 2019 )

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MCKAY v. LONGMAN—CONCURRENCE
ROBINSON, C. J., concurring. I write separately to
highlight my understanding of part III A of the majority’s
comprehensive and well reasoned opinion, which I
understand to adopt, in a very limited manner, the doc-
trine of outside reverse piercing of the corporate veil
as a matter of Connecticut law for cases filed before
July 9, 2019. See footnote 5 of this concurring opinion.
The concerns about reverse piercing stated in Justice
Zarella’s concurring opinion in Commissioner of Envi-
ronmental Protection v. State Five Industrial Park,
Inc., 304 Conn. 128, 151, 37 A.3d 724 (2012), originally
left me reluctant to join the majority’s decision. The
majority’s narrow approach to reverse piercing, as
shown by the distinctions drawn in part III B of its
opinion, is, however, responsive to those concerns
while preserving that doctrine as an equitable remedy
when an individual abuses the ‘‘legal fiction’’ of the
corporate form as a ‘‘sham or device to accomplish
some ulterior purposes’’; Hoffman Wall Paper Co. v.
Hartford, 114 Conn. 531, 534–35, 159 A. 346 (1932); such
as when a corporate entity does not serve ‘‘a legitimate
business purpose,’’ and is only ‘‘a mere shell . . . used
primarily as an intermediary to perpetrate fraud or pro-
mote injustice.’’ (Internal quotation marks omitted.)
Naples v. Keystone Building & Development Corp., 295
Conn. 214, 236, 990 A.2d 326 (2010). Accordingly, I join
the majority opinion in its entirety.
By way of background, I observe that, in ‘‘traditional
veil piercing, the veil shields a shareholder who is abus-
ing the corporate fiction to perpetuate a wrong. In out-
side reverse piercing, however, the corporate form pro-
tects the corporation which, through the acts of a
dominant shareholder or other corporate insider, uses
the legal fiction to perpetuate a fraud or defeat a rightful
claim of an outsider. While traditional [piercing] and
outside reverse piercing affect diverse corporate inter-
ests, the purposes sought to be achieved are similar.
‘‘Both types of piercing strive to achieve an equitable
result. . . . In traditional piercing, equity requires
[that] the veil be pierced to impose liability on a share-
holder who has abused the corporate form for his or
her own advantage. . . . Similarly, in outside reverse
piercing, an equitable result is achieved by ignoring the
corporate fiction to attach liability to the corporation.’’
(Citations omitted.) In re Phillips, 139 P.3d 639, 645
(Colo. 2006); see also, e.g., Naples v. Keystone Build-
ing & Development Corp., supra, 295 Conn. 231–33
(describing purpose of piercing corporate veil under
Connecticut law).
As Justice Zarella’s concurring opinion explained, the
fundamental difference between the two doctrines goes
beyond ‘‘whether an individual has abused the corpo-
rate form’’ because ‘‘[u]nder traditional veil piercing,
when an individual is held liable for the actions of the
corporation, the corporation itself is not affected by
the piercing. In the case of reverse veil piercing, how-
ever, the opposite is true. The corporation itself is lia-
ble—and thus corporate assets are vulnerable—for the
wrongdoing of an individual. In more concrete terms,
reverse veil piercing allows courts to alter the legisla-
tively created corporate form by allowing a creditor to
reach otherwise protected corporate assets.’’ Commis-
sioner of Environmental Protection v. State Five
Industrial Park, Inc., supra, 304 Conn. 155–56.
In expressing his view that the doctrine of outside
reverse piercing ‘‘should be disavowed’’ as a matter of
Connecticut law, which would require us to overrule
the Appellate Court’s decision in Litchfield Asset Man-
agement Corp. v. Howell, 70 Conn. App. 133, 799 A.2d
298, cert. denied, 261 Conn. 911, 806 A.2d 49 (2002),1
Justice Zarella’s concurrence identified three major
‘‘compelling considerations’’ that he believed to ‘‘mili-
tate against allowing reverse veil piercing . . . .’’ Com-
missioner of Environmental Protection v. State Five
Industrial Park, Inc., supra, 304 Conn. 153. Specifically,
Justice Zarella rejected reverse veil piercing on the
grounds that it (1) ‘‘bypasses normal judgment-collec-
tion procedures, whereby judgment creditors attach the
judgment debtor’s shares in the corporation and not the
corporation’s assets,’’ (2) ‘‘allows a judgment creditor
to reach the assets of a corporation to the detriment
of other shareholders and existing creditors,’’ and (3)
‘‘injects uncertainty into the corporate structure in a
way that could systemically alter the ability of corpora-
tions to obtain loans and investment capital.’’ (Internal
quotation marks omitted.) Id., 155–60. Given these con-
cerns, Justice Zarella would ‘‘reject the doctrine of
reverse veil piercing until the legislature signals other-
wise.’’ Id., 160. I join the majority in the present case
because I believe these concerns have been both under-
mined by subsequent developments in the law, or miti-
gated by what I understand to be the narrow approach
taken in the majority opinion.
Justice Zarella’s first concern about reverse veil pierc-
ing, which was founded on the decision of the United
States Court of Appeals for the Tenth Circuit in Cascade
Energy & Metals Corp. v. Banks, 896 F.2d 1557, 1577
(10th Cir.), cert. denied sub nom. Weston v. Banks, 498
U.S. 849, 111 S. Ct. 138, 112 L. Ed. 2d 105 (1990), is
that the doctrine ‘‘bypasses normal judgment-collection
procedures, whereby judgment creditors attach the
judgment debtor’s shares in the corporation and not
the corporation’s assets.’’ (Internal quotation marks
omitted.) Commissioner of Environmental Protection
v. State Five Industrial Park, Inc., supra, 304 Conn. 156.
In Cascade Energy & Metals Corp., the Tenth Circuit
declined to apply reverse veil piercing as a matter of
Utah law, stating that ‘‘traditional theories of conver-
sion, fraudulent conveyance of assets, respondeat supe-
rior and agency law are adequate to deal with situations
[in which] one seeks to recover from a corporation
for the wrongful conduct committed by a controlling
stockholder without the [need] to invent a new theory
of liability.’’ Cascade Energy & Metals Corp. v. Banks,
supra, 1577; see also Floyd v. Internal Revenue Service,
151 F.3d 1295, 1299 (10th Cir. 1998) (following Cascade
Energy & Metals Corp. and declining to apply reverse
piercing as matter of Kansas law, given availability of
constructive dividend theory to render benefit to share-
holder reachable for tax purposes). As the majority
points out, this premise of Cascade Energy & Metals
Corp. simply is not present in this case, because the
sheer number of transactions involved and the move-
ment of money between the multiple corporate entities
made it ‘‘nearly impossible’’ as a factual matter to calcu-
late a damages award under a fraudulent conveyance
theory, rendering reverse piercing appropriate, and
other theories inadequate, in the case at hand.
Moreover, the Tenth Circuit’s decision in Cascade
Energy & Metals Corp. has been substantially undercut
by that court’s much more recent decision in United
States v. Badger, 818 F.3d 563 (10th Cir. 2016), which
also considers reverse piercing under Utah law and is
closer to the facts of the present case. In Badger, an
individual who had agreed to a consent judgment on
securities fraud claims used various corporate entities,
including a trust and a limited liability company, to hide
his assets and avoid collection, and the Securities and
Exchange Commission sought to reverse pierce the cor-
porate veil of those entities to hold them liable for
the disgorgement portion of the judgment. Id., 565. In
agreeing with the commission’s arguments, the Tenth
Circuit panel deemed itself not bound by the court’s
previous interpretation of Utah law in Cascade
Energy & Metals Corp. because Badger was distinct
both factually and legally. Id., 570–71. With respect to
state law, the court first determined that subsequent
Utah Supreme Court and intermediate appellate court
decisions had ‘‘expressed sympathy for reverse pierc-
ing, saying that it ‘follows logically from the basic prem-
ise of the alter ego rule and appears consistent with
our case law,’ ’’ despite deeming the doctrine inapplica-
ble on the facts of the state court case. Id., 570, quoting
Transamerica Cash Reserve, Inc. v. Dixie Power &
Water, Inc., 789 P.2d 24, 26 (Utah 1990). The court
also observed that Cascade Energy & Metals Corp. had
noted ‘‘three features of the case before it that argued
against reverse piercing, and these features do not
appear to be significantly present’’ in Badger, including
(1) ‘‘[t]he corporations sought to be held liable had
innocent shareholders,’’ (2) the ‘‘liability arose out of
a voluntary and contractual relationship, which enabled
the victims to protect themselves from loss through
guarantees or security agreements,’’ and (3) ‘‘an essen-
tial feature of all [veil piercing] was absent [as] the
plaintiffs had not shown that recognition of the corpo-
rate form would sanction a fraud, promote injustice, or
produce an inequitable result,’’ stating that ‘‘the mere
existence of [a corporation’s] limited liability would not
suffice.’’ (Citations omitted; internal quotation marks
omitted.) United States v. Badger, supra, 569. Accord-
ingly, the Tenth Circuit remanded the case to the district
court for further factual development, including con-
sideration of whether ‘‘reverse piercing would be inap-
propriate on the facts of this case,’’ insofar as whether
‘‘corporate formalities were observed, that the third-
party entities played no part in Badger’s wrongdoing,
and [whether] innocent shareholders would be impacted
if the district court were to apply reverse piercing.’’2
Id., 572.
Justice Zarella’s concurrence also expressed his con-
cern that ‘‘reverse piercing injects uncertainty into the
corporate structure in a way that could systemically
alter the ability of corporations to obtain loans and
investment capital’’ because the ‘‘prospect of losing out
to an individual shareholder’s creditors will unsettle
the expectations of corporate creditors who understand
their loans to be secured—expressly or otherwise—by
corporate assets. Corporate creditors are likely to insist
on being compensated for the increased risk of default
posed by outside reverse-piercing claims, which will
reduce the effectiveness of the corporate form as a
means of raising credit.’’ (Internal quotation marks
omitted.) Commissioner of Environmental Protection
v. State Five Industrial Park, Inc., supra, 304 Conn.
160, citing Floyd v. Internal Revenue Service, supra,
151 F.3d 1299. I believe that this concern is overstated,
particularly given the narrow version of the doctrine
that I understand the majority to adopt, which, consis-
tent with the decisions of the Colorado Supreme Court
in In re Phillips, supra, 139 P.3d 647, and the Virginia
Supreme Court in C.F. Trust, Inc. v. First Flight, L.P.,
266 Va. 3, 12–13, 580 S.E.2d 806 (2003), requires consid-
eration of the impact of reverse piercing on innocent
shareholders, investors, and creditors.3 With recogni-
tion of outside reverse piercing representing the distinct
majority view; see, e.g., 1 C. Jones, Fletcher Cyclopedia
of the Law of Corporations (2018–2019 Cum. Supp.)
§ 41.70, pp. 32–34 and n.2; there has been no ‘‘exodus
of willing lenders’’ to closely held corporations,4 despite
the wide-ranging risk of reverse piercing faced by unse-
cured creditors in tax cases given the embrace of that
doctrine by the Internal Revenue Service, as well as
bankruptcy cases. A. Lvov, ‘‘Preserving Limited Liabil-
ity: Mitigating the Inequities of Reverse Veil Piercing
with a Comprehensive Framework,’’ 18 U.C. Davis Bus.
L.J. 161, 192 (2017–2018); see also N. Allen, ‘‘Reverse
Piercing of the Corporate Veil: A Straightforward Path
to Justice,’’ 85 St. John’s L. Rev. 1147, 1185–86 (2011).
Finally, to the extent that that some authorities have
suggested that we should wait for the legislature to cre-
ate a reverse piercing remedy because corporate enti-
ties are creatures of statute; see Commissioner of Envi-
ronmental Protection v. State Five Industrial Park,
Inc., supra, 304 Conn. 160–61 (Zarella, J., concurring);
see also Acree v. McMahan, 276 Ga. 880, 883, 585 S.E.2d
873 (2003); I observe that this court has, for more than
a century, recognized that ‘‘the general rule, which rec-
ognizes the individuality of corporate entities and the
independent character of each in respect to their corpo-
rate transactions and the obligations incurred by each
in the course of such transactions will be disregarded,
where, as here, the interests of justice and righteous
dealing so demand.’’ Connecticut Co. v. New York,
N. H. & H. R. Co., 94 Conn. 13, 26–27, 107 A. 646 (1919).
The equitable doctrine of piercing the corporate veil
has evolved from this general principle, as it is well
established that ‘‘[c]ourts will . . . disregard the fic-
tion of a separate legal entity to pierce the shield of
immunity afforded by the corporate structure in a sit-
uation in which the corporate entity has been so con-
trolled and dominated that justice requires liability to
be imposed on the real actor,’’ in the ‘‘exceptional cir-
cumstances, for example, where the corporation is a
mere shell, serving no legitimate purpose, and used
primarily as an intermediary to perpetuate fraud or
promote injustice.’’ (Internal quotation marks omitted.)
Commissioner of Environmental Protection v. State
Five Industrial Park, Inc., supra, 139; see, e.g., Naples
v. Keystone Building & Development Corp., supra, 295
Conn. 236; Angelo Tomasso, Inc. v. Armor Construc-
tion & Paving, Inc., 187 Conn. 544, 555–57, 447 A.2d
406 (1982); Zaist v. Olson, 154 Conn. 563, 573–74, 227
A.2d 552 (1967); Hoffman Wall Paper Co. v. Hartford,
supra, 114 Conn. 535. That the legislature has, to this
point, taken no action applicable to this case in
response to this deeply established body of case law,
which exists in concert with our various business entity
statutes, suggests to me that we do not overstep our
institutional bounds by incrementally extending the
doctrine, in its ‘‘reverse’’ form, only to those corporate
entities that amount to mere shells in abuse of the
privileges extended by our business entity statutes.5 See
Byrne v. Avery Center for Obstetrics & Gynecology,
P.C., 327 Conn. 540, 574, 175 A.3d 1 (2018) (Robinson,
J., concurring) (recognizing common-law cause of
action for breach of patient confidentiality because it
complemented federal and state confidentiality stat-
utes); see also Sky Cable, LLC v. DIRECTV, Inc., 886
F.3d 375, 389 (4th Cir. 2018) (concluding that Delaware
law would recognize outside reverse piercing of corpo-
rate veil with respect to limited liability company that
is ‘‘sham entity’’ as ‘‘alter ego of its sole member’’ given
‘‘Delaware courts’ traditional power . . . to look
through these legal fictions’’ and because not recogniz-
ing doctrine ‘‘would limit Delaware’s ability to [prevent]
the entities that it charters from being used as vehicles
for fraud, and would allow solvent debtors to engage
in fraud by using [limited liability companies] solely
to avoid liability for their debts’’ [internal quotation
marks omitted]).
In adopting the doctrine of reverse veil piercing as
a matter of Connecticut law, the majority utilizes a
‘‘three part process’’ to govern the inquiry, under which
the outsider must first prove that, ‘‘under the instrumen-
tality and/or identity rules, as set forth in traditional
veil piercing cases, the corporate entity has been so
controlled and dominated that justice requires liability
to be imposed . . . .’’ (Internal quotation marks omit-
ted.) See also, e.g., Naples v. Keystone Building &
Development Corp., supra, 295 Conn. 232–33 (identi-
fying factors to consider under instrumentality and
identity rules). If the outsider prevails on the first part
of the inquiry, the trial court must also consider ‘‘the
impact of reverse piercing on innocent shareholders
and creditors’’ and ‘‘whether adequate remedies at law
are available’’ in deciding whether to reverse pierce the
corporate veil. In part III B of its opinion, the majority
upholds the trial court’s application of the reverse pierc-
ing doctrine to those entities only when it did not harm
innocent parties, such as nonculpable employees and
investors, and the movement of assets between entities
made it nearly impossible for the plaintiff, Robert J.
McKay, to attach those assets in satisfaction of the
debts owed.6 I emphasize that my agreement with part
III of the majority opinion is dependent on that distinc-
tion, and I would not permit the doctrine to be employed
absent extreme abuse of the corporate form, or in cases
where its application would injure a corporation’s inno-
cent shareholders or employees.7 I accept that these
equitable limitations render outside reverse veil pierc-
ing ‘‘unlikely to impact many business entities other
than a limited number of closely held corporations with
few shareholders or only a single shareholder.’’ In re
Phillips, supra, 139 P.3d 647. Nevertheless, the reverse
piercing doctrine retains value as a matter of law in
circumstances such as the present case, where tradi-
tional collection procedures have been frustrated by
corporate forms that are nothing more than shells uti-
lized to perpetrate injustice by hiding assets in evasion
of the New York judgment.
Accordingly, I join the majority opinion, insofar as I
read part III of that opinion to adopt a very limited
approach to the doctrine of reverse piercing of the
corporate veil for cases filed before July 9, 2019.
1
The majority comprehensively discusses Litchfield Asset Management
Corp. v. Howell, supra, 70 Conn. App. 133, in footnote 28 of its opinion.
2
Subsequent developments have likewise undercut the decision of the
California Court of Appeals in Postal Instant Press, Inc. v. Kaswa Corp.,
162 Cal. App. 4th 1510, 1513, 77 Cal. Rptr. 3d 96 (2008), review denied,
California Supreme Court, Docket No. S164823 (August 27, 2008), which
has been relied upon for the proposition that California rejects the doctrine
of reverse veil piercing. See, e.g., 1 J. Cox & T. Hazen, The Law of Corpora-
tions (3d Ed. 2010) § 7:18, p. 443 n.20; N. Allen, ‘‘Reverse Piercing of the
Corporate Veil: A Straightforward Path to Justice,’’ 85 St. John’s L. Rev.
1147, 1148 n.12 (2011). In Postal Instant Press, Inc., the California Court of
Appeals heavily relied upon the Tenth Circuit’s analysis in Cascade Energy &
Metals Corp. v. Banks, supra, 896 F.2d 1576–77, and observed the following:
‘‘Outside reverse piercing can harm innocent shareholders and corporate
creditors, and allow judgment creditors to bypass normal judgment collec-
tion procedures. Legal theories (such as agency or respondeat superior)
and legal remedies (such as claims for conversion or fraudulent conveyance)
adequately protect judgment creditors without the need to distort theories
of corporate liability.’’ Postal Instant Press, Inc. v. Kaswa Corp., supra, 1513.
California courts have since revisited the reverse piercing issue, at least
in part, in a more recent decision, Curci Investments, LLC v. Baldwin, 14
Cal. App. 5th 214, 221 Cal. Rptr. 3d 847 (2017), which suggests that the
doctrine is appropriate under the limited circumstances embraced by the
majority in the present case. In that case, the court distinguished Postal
Instant Press, Inc., describing it as ‘‘expressly limited’’ to corporations,
rather than limited liability companies, and also distinguishable because the
judgment debtor in the case before it held ‘‘a 99 percent interest in [the
limited liability company]. His wife holds the remaining 1 percent interest,
but she is also liable for the debt owed . . . . There simply is no ‘innocent’
member of [the limited liability company] that could be affected by reverse
piercing here.’’ Id., 222. The court also emphasized the relative lack of
judgment collection options available in the context of a limited liability
company, because ‘‘a creditor does not have the same options against a
member of [a limited liability company] as it has against a shareholder of
a corporation,’’ given the need to obtain a charging order against distributions
to the member—who remains in control of the entity—rather than ‘‘step
straight into the shoes of the debtor.’’ Id., 223. The court emphasized that
it was ‘‘unconcerned about reverse veil piercing being used when legal
remedies are available. Although legal remedies—e.g., conversion, fraudu-
lent transfer—may be available in many cases, thereby precluding reverse
veil piercing, it is precisely the rare situations in which they are not that
reverse piercing should deliver justice. Plus, requiring a creditor wishing to
invoke the doctrine to demonstrate the absence of a plain, speedy, and
adequate remedy at law would protect against reverse piercing being used
to bypass legal remedies.’’ Id. In remanding the case for further factual
findings, the court emphasized that the ‘‘case before us presents a situation
where reverse veil piercing might well be appropriate. [The judgment credi-
tor] has been attempting to collect on a judgment for nearly half a decade,
frustrated by [the judgment debtor] nonresponsiveness and claimed lack of
knowledge concerning his own personal assets and the web of business
entities in which he has an interest. Although the formation of [the limited
liability company] predates the underlying judgment, its purpose has always
remained the same—to serve as a vehicle for holding and investing [the
judgment debtor’s] money.’’ Id., 224. The court further noted the judgment
debtor’s ‘‘possession of near complete interest in [the limited liability com-
pany], and his roles as [chief executive officer] and managing member, [the
judgment debtor] effectively has complete control over what [the limited
liability company] does and does not do, including whether it makes any
disbursements to its members . . . . Since the time judgment was entered
in [the judgment creditor’s] favor, [the judgment debtor] has used that
power to extend the payback date on loans made to ultimately benefit his
grandchildren (loans on which not a single cent has been repaid), and to
cease making distributions to . . . himself and his wife, despite having
made $178 million in such distributions in the six years leading up to the
judgment.’’ Id.
I find similarly unpersuasive the Georgia Supreme Court’s decision in
Acree v. McMahan, 276 Ga. 880, 882–83, 585 S.E.2d 873 (2003), upon which
Justice Zarella also relied in his concurring opinion in Commissioner of
Environmental Protection v. State Five Industrial Park, Inc., supra, 304
Conn. 160–61. Like Postal Instant Press, Inc., the decision in Acree relied
heavily on the Tenth Circuit’s decision in Cascade Energy & Metals Corp.,
which I believe has been undercut by the subsequent decision in United
States v. Badger, supra, 818 F.3d 563, at least with respect to the narrow
application employed by the majority in the present case. See also Mathias
v. Rosser, Ohio Court of Appeals, Docket No. 01AP-768 (CRP), 2002 WL
1066937, *6 (May 30, 2002) (relying on Cascade Energy & Metals Corp. and
summarily rejecting reverse piercing doctrine under Ohio law).
3
I note that Virginia also requires ‘‘a litigant who seeks reverse veil piercing
[to] prove the necessary standards by clear and convincing evidence.’’ C.F.
Trust, Inc. v. First Flight L.P., supra, 266 Va. 13. Because this issue has
not been raised by the parties, I need not consider further whether Connecti-
cut law imposes a higher standard of proof in veil piercing cases.
4
As the Colorado Supreme Court has noted, these equitable limitations,
including those embraced by the majority in this case, render outsider
reverse veil piercing ‘‘unlikely to impact many business entities other than
a limited number of closely held corporations with few shareholders or only
a single shareholder.’’ In re Phillips, supra, 139 P.3d 647.
5
As the majority recognizes in footnote 27 of its opinion, on June 25,
2019, while this appeal was pending after oral argument, the legislature
passed No. 19-181 of the 2019 Public Acts (P.A. 19-181), which codifies the
instrumentality test for veil piercing and expressly prohibits the use of the
reverse veil piercing doctrine or remedy. That legislation was later signed
by the governor on July 9, 2019. I agree with the majority’s conclusion that
P.A. 19-181 does not affect this appeal, given that the legislature has plainly
and unambiguously provided that P.A. 19-181, § 3, is ‘‘effective from passage
and applicable to any civil action filed on or after the effective date of this
section.’’ (Emphasis added.) See Spector Motor Service, Inc. v. Walsh, 135
Conn. 37, 43, 61 A.2d 89 (1948) (effective upon passage means date of
governor’s signature); Old Saybrook v. Public Utilities Commission, 100
Conn. 322, 325, 124 A. 33 (1924) (same). Given this plain and unambiguous
language with respect to the effect on pending litigation, I conclude that
the legislature did not ‘‘clearly and unequivocally’’ express the intent neces-
sary for us to retroactively apply P.A. 19-181 in light of the presumption of
prospective application under General Statutes § 55-3, because this change
to the remedial scheme would effectively ‘‘[bring] about changes to the
substantive rights’’ of the plaintiff. (Internal quotation marks omitted.) In
re Daniel H., 237 Conn. 364, 372–73, 678 A.2d 462 (1996); see also, e.g.,
D’Eramo v. Smith, 273 Conn. 610, 620, 872 A.2d 408 (2005); Oxford Tire
Supply, Inc. v. Commissioner of Revenue Services, 253 Conn. 683, 693–94,
755 A.2d 850 (2000).
6
Specifically, in part III B 1 of its opinion, the majority concludes that the
trial court properly reverse pierced the corporate veil of several corporate
defendants, namely, Sapphire Development, LLC, Lurie Investments, LLC,
R.I.P.P. Corp., and 2 Great Pasture Road Associates, LLC, while part III B
2 of the majority’s opinion affirms the judgment of the trial court declining
to disturb the corporate veil of defendants Solaire Development, LLC, Solaire
Management, LLC, Solaire Funding, Inc., and W.W. Land Company, LLC.
7
Accordingly, I would overrule the Appellate Court’s decision in Litchfield
Asset Management Corp. v. Howell, supra, 70 Conn. App. 133, to the extent
that it adopted a version of outside reverse veil piercing that mirrors tradi-
tional veil piercing, and does not incorporate the additional two factors
identified by the majority. See id., 151 (‘‘[w]e . . . recognize that under
the appropriate circumstances, i.e., when the elements of the identity or
instrumentality rule have been established, a reverse pierce is a viable
remedy that a court may employ when necessary to achieve an equitable
result and when unfair prejudice will not result’’); but see id., 151 n.14
(noting criticisms of doctrine, namely bypass of normal judgment collection
procedures and unfair prejudice to innocent shareholders, but stating that
they were ‘‘not implicated’’ by facts of case).