Actually the negligence and tortious conduct of corporate officers and directors has nothing to do with piercing the corporate veil...at least not in Connecticut. The purpose of the corporate veil is to limit liability. It is a well thought out concept with several centuries of both common law and statutory law behind it. It is a legal fiction whereby another "Being" is created to run the risk with the funds contributed for that purpose. It is extremely hard to pierce the corporate veil even in small closely held "mom and pop" operations. The LLC is a new wrinkle on limitation of liability. The LLC is a hybrid of corporation and partnership. Externally it is treated as a corporation. Internally it is run like a partnership among its members and/or managers. They have been active in Connecticut since l993 approximately.

In so far as tortious/negligent conduct is concerned, in Connecticut corporate officers and directors are personally liable for their tortious/negligent conduct whether or not it is committed in the course of their employment. This is because they exceed the scope of their employment when they engage in such conduct. Legally their duties do not include tortious/negligent conduct. It is not necessary to pierce the corporate veil.

The corporate officers/directors are also personally liable on contracts if they fail to properly sign them in their representative capacity. Many think that just signing their names to a contract for the corporation/LLC while they are employed by them is enough to relieve themselves of liability. It is not. If they fail to indicate the name of the corporation/LLC and their job titles in addition to their signatures, they are personally liable on the contract.

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