A Procedural Focus on Unlimited Shareholder Liability

Abstract

In a recent article we criticized the traditional case for limiting shareholder liability for corporate torts and developed the case for an alternative rule of pro rata shareholder liability for tort damages exceeding a corporation's net worth. We concluded by challenging the proponents of limited liability to provide further justification for their position. Two scholars accepted our challenge: Professor Janet Cooper Alexander, writing in this issue of the Harvard Law Review, and Professor Joseph A. Grundfest, writing in the Yale Law Journal.