The widow of a company employee sought to sue the company and its CEO, who she contended to be a hidden controlling shareholder, after pension contributions were not made for the employee during his employment period.
The Court held that the corporate veil cannot be pierced and that personal liability should not be imposed on the company's CEO. The law allows for the imposition of personal liability on a company shareholder in cases where it is possible to demonstrate the use of the company's separate legal entity for the purpose of fraud, prejudicing creditors, or working to diminish the company's ability to pay its debts. However, the legal mechanism of piercing the corporate veil does not allow for the attribution of a company debt to a manager, director, senior employee, holder of a business interest, etc., even if they fulfill a significant role and constitute the "moving spirit" behind the company. Here, the CEO is not registered as a shareholder and although he also served as a director in the company, it was not proven that his lack of registration as a shareholder was the result of intentional concealment, nor was it proven that he is a de facto shareholder. Thus, it was shown that a silent partnership exist or that the CEO is indeed a shareholder; therefore, it is not possible to pierce the corporate veil and impose personal liability upon him.