THE TWELFTH ANNUAL ALBERT A. DESTEFANO LECTURE ON CORPORATE, SECURITIES & FINANCIAL LAW AT THE FORDHAM CORPORATE LAW CENTER[dagger]: HIDING BEHIND THE CORPORATE VEIL
Katsoris, Constantine N., Stewart, James B., Fordham Journal of Corporate & Financial Law
WELCOME AND INTRODUCTORY REMARKS
PROFESSOR KATSORIS: Good evening, ladies and gentlemen. On behalf of the DeStefano Family, I'd like to welcome you here tonight. For those of you who never met Al DeStefano, let me briefly describe him to you. He started at Fordham Law School as an evening student, worked during the day, still managed to make the Law Review, and graduated at the top of his class. He then went on to become a partner in the Becker firm, specializing in corporate matters, particularly mergers and acquisitions. In his spare time, he devoted himself to numerous charitable endeavors and, as an adjunct professor on our faculty, shared his enormous knowledge and experience with our students.
Former Dean of Fordham Law School and current Federal Circuit Judge Joseph McLaughlin, truly a great teacher in his own right, when once asked to describe the duties of a law professor, responded without hesitation: "He must be thoroughly versed in every aspect of the material and his role is not in creating more academics, but rather scrappy, smart lawyers who are ethical and engaged." I'm proud to say that Al DeStefano is just such a lawyer, and I might add the word compassionate as well.
Indeed, I personally feel that the goal of the DeStefano Lecture series is to follow the McLaughlin rule, that is, to communicate with scrappy, smart lawyers who are ethical and engaged on topics of current interest. In keeping with this tradition since its inception over a decade ago, the DeStefano Lectures have covered a wide range of timely and diverse topics such as: the need for market regulation; the demise of Enron and its auditor Arthur Anderson; strengthening the protection for investors; making our capital markets more transparent; the subprime mortgage meltdown; and corporate and governmental accountability.
Last year, we were treated to Judge Rakoff s thought-provoking lecture, entitled "Are Federal Judges Competent? Dilettantes in an Age of Economic Expertise." Tonight we're in for another treat. Tonight's speaker will cover the topic "Hiding Behind the Corporate Veil." Interestingly, it was exactly one hundred years ago, 1912, that Professor I. Maurice Wormser, of the Fordham faculty, wrote his famous article in the Columbia Law Review regarding piercing the corporate veil, where he analyzed various situations in which the concept of corporate entities should be ignored and the veil of limited liability lifted. Professor Wormser was a legend at Fordham Law School. Indeed, although he was truly an outstanding academician, he also fit the McLaughlin definition of being a smart, scrappy lawyer who was both ethical and involved. Why did such a giant in the law choose the Columbia Law Review to launch his famous doctrine of piercing the corporate veil? There are several theories.
The first is a simple explanation. The Fordham Law Review was not yet in existence. It began publication two years later in 1914 and Professor Wormser could not wait to issue his theory. Another explanation is somewhat more complex. Professor Wormser knew the Columbia Law Review was then, and would continue to be, one of the leading premier legal periodicals; and, he had a premonition that one hundred years later a professor from the Columbia School of Journalism would pick up the torch of justice in search of abuses by those who hide behind the corporate veil. Does that sound far-fetched? Perhaps. But to me, the connection between piercing the corporate veil one hundred years ago and those who have lurked behind the corporate veil this past century seems compelling and more than just a coincidence. I wish I could add that tonight's speaker was a collateral descendant of Professor Wormser, but that would be wishful thinking.
In any event, fraud, deception, misrepresentation, and perjury have occurred in the business community since Professor Wormser' s article a century ago. There is no one more qualified to report on that subject than tonight's speaker, who will discuss those who hide behind the corporate veil. …