Piercing the Corporate Veil: A Comparative Analysis of Common and Civil Law Approaches

The doctrine of corporate personality established in Salomon v Salomon & Co. remains the 
cornerstone of company law, ensuring that a corporation is a distinct legal entity separate from its 
members. However, the rigidity of this principle often yields to equitable and public policy 
considerations through the judicial and statutory device of “piercing” the veil of a company. This 
paper undertakes a comparative analysis of veil-piercing mechanisms across countries rooted in 
both common-law and civil-law frameworks, specifically Nigeria, the United States, China, and 
Germany. It examines the theoretical foundations, judicial approaches, and statutory interventions 
that guide courts in disregarding corporate personality to hold individuals behind the company 
personally liable. The doctrinal research method was used. Reliance was placed on primary sources 
such as companies’ Acts in jurisdictions in focus and relevant case law. Secondary sources such 
as journals both online and offline were used in the research. It also employs a comparative 
functional approach in analysing the applicable law in the selected jurisdictions. The study finds 
that while common law jurisdictions adopt a largely case-driven and discretionary approach 
anchored on fraud, facade, and agency principles, civil law jurisdictions apply more codified and 
predictable standards grounded in abuse of rights and corporate misuse doctrines. By mapping 
these divergent yet converging trends, the paper argues that veil piercing reflects each 
jurisdiction’s balance between corporate autonomy and accountability. It concludes that Nigeria 
could benefit from a hybrid model that combines the predictability of civil law systems with the 
adaptability of common law equity, ensuring corporate responsibility without undermining 
legitimate enterprise.