Unfairly Interchangeable: A Guide for Litigating the Alter Ego Doctrine and Proposal to Codify the Doctrine in California

This article details various aspects of the “alter ego” doctrine to promote a better and more thorough understanding amongst practitioners. Part II details the substantive aspects of the doctrine, i.e., the two prongs—unity of interest and ownership and whether a corporation’s separate existence would promote injustice or perpetuate fraud. It also analyzes whether and when reverse piercing is recognized in California. Part III describes the procedural aspects of the doctrine, including how and when to pursue it in litigation, while also providing practical litigation tips.

Part IV sets forth the author’s proposal for the California legislature to codify the doctrine to promote transparency and consistency in its scope and application for both the judiciary and practitioners, as well as heightened awareness and accountability in the business community. Ultimately, until the California legislature codifies the doctrine in a way that presents, clarifies, or otherwise elaborates on its requirements, complexities, and intricacies, this article serves to provide a comprehensive overview of the doctrine to educate and guide practitioners on how and when to assert it, while helping them recognize and overcome potential challenges and uncertainties.