Piercing the Corporate Veil: Shareholder Liability

When a company is emptied of its assets and left as a shell, the law asks who owns the shares. Drawing on the control-based logic of criminal law and the beneficial-ownership standard the author shows how liability can reach the concealed controller while limited liability remains intact and piercing stays exceptional. When a company is emptied of its assets and left as a shell, the law asks who owns the shares. This book asks: who controls the company? Across many jurisdictions, piercing the corporate veil fixes liability on the registered shareholder, while the person who truly directs the company, hidden behind nominees and trust arrangements, escapes. The study contrasts the strict, fault-based German model under § 826 BGB with Croatia's objective, abuse-of-rights approach, and situates the fragmented practice of Bosnia and Herzegovina between them. The central argument is that the remedy is not to lower the threshold for piercing, but to correct its aim. Drawing on the control-based logic of criminal law and the beneficial-ownership standard the author shows how liability can reach the concealed controller while limited liability remains intact and piercing stays exceptional. A comparative, reform-oriented contribution to company law in the European accession context.