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What is the Corporate Shield?

Andrew Rhoden • February 2, 2022

 The Corporate Shield Defense: A Brief History 

In 1872, a New York Supreme Court judge ruled that corporations could be held liable for torts committed by their officers and employees. This has given rise to the concept of the "corporate shield" and in some jurisdictions called the "corporate veil." It is an immunity from liability that exists when a business is organized as a corporation. The corporate shield arose in response to the potential liability of shareholders and directors under general principles of equity and fiduciary duties.

What is a Corporate Veil? And What Does a Corporate Veil do?

Many people, especially in the corporate world, believe that a corporate shield is a form of protection for shareholders and officers. That belief is misplaced and misguided. The corporate shield is, in fact, protection for the corporation itself. Officers and shareholders are not protected from personal liability; in fact, they are often actively protected by the company's directors and officers' insurance policy which insulates them from lawsuits and litigation in most cases. A corporate veil protects the business entity from being sued or prosecuted on its own behalf. This means that if a large company has many employees and they all do something wrong or illegal, then each individual person will only be held accountable for their own actions and not the whole company.

What Does the Corporate Veil Mean for a Company? The Legal Definition

The corporate shield is when a corporation attempts to shield itself from liability for its own wrongdoing by claiming that the corporation is not really responsible for damages it creates. They use this defense in order to avoid paying damages in court. The corporate shield has many legal implications in today's society, with the most notable being the lack of responsibility on behalf of businesses for their actions. This means that if you are injured at work due to negligence, your employer can claim they were not negligent because they did nothing wrong. If an employee was fired without cause, he/she may have no recourse against his/her former employer.

How can a Company Acquire a Corporate Shield? 

A company may acquire a corporate shield for their commercial liability protection. A corporate, or commercial, shield is an entity that insulates the business from its shareholders' personal liability. The shield is typically set up as an LLC or corporation. Owners of the company are then designated as managers, not owners, so they have no say in how the business operates. This way, if there's ever any legal action taken against them personally, it won't affect the business and vice versa.

Does the Corporate Shield Protect Employees?

If you are working at a place where your boss has been accused of sexual harassment, discrimination, etc. (or even just being generally unpleasant), you may be able to use the "corporate" shield to protect yourself legally. If you were fired because of something related to these accusations, you could sue the employer under Title VII of the Civil Rights Act of 1964. However, since you are an employee rather than an owner or manager, you would likely lose that case unless you can prove that the company was aware of the allegations before firing you.

What are the Benefits of Having a Corporate Shield?

In today's competitive business environment, many corporations have been formed to limit their liability for lawsuits and other legal proceedings. However, often the officers of these corporations are held personally liable for any wrongful actions that occur while they are running the company. The shield of a corporation is a legal device that protects the officers from being liable.


The corporate shield may be defined as a mechanism that limits the personal liability of a corporation's officers. It does this by limiting the ability of third parties (such as creditors or shareholders) to sue an officer individually in court. This means that if you were sued because your business was damaged due to negligence on the part of one of its employees, then it would not be possible for them to hold you responsible for paying damages unless you could prove that you had no knowledge of what happened at work. The same goes for any other type of claim against the company itself. If there are claims made against the company and they cannot be proven to have been caused by the actions of someone within the organization, then those individuals will not be held personally accountable. The best way to protect yourself from being sued is to make sure that all of your workers understand their responsibilities as well as how to avoid making mistakes or causing damage while working with customers.

How can the Corporate Shield get Pierced? 

The corporate shield is a legal doctrine where the company is not liable for the individual wrongdoing of its employees. The corporate shield can be pierced if the company has acted with fraud, willfully, or knowledge. If the corporation has acted fraudulently or with willful knowledge then they are also liable for the wrongful act even if it occurred due to an employee's actions. In order to pierce the corporate shield you must prove that the employer knew about and encouraged the illegal activity. This means proving that the employer was aware of what was going on in the workplace but did nothing to stop it. You will need evidence such as emails, memos, etc. If a supervisor is involved in the misconduct he may not have any liability because his role does not include making decisions regarding employment practices. However, if he knows about the conduct and fails to report it to management this could lead to him being held responsible.

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