"James Daugherty" says <daugh@home.msen.com>:
> Nonsense! Why should passive investors be responsible
> for you house blowing-up. What about the officers of the
> Corporation or the employees actually responsible for the
> error? ...
I didn't address the issue of passive investors vs. active investors.
Please note that in my hypothetical I contrasted the liability of
investors who happen to be business partners in a simple partnership
and investors who happen to be stock holders in a (small,
closely-held) corporation. My point was that I reject the notion that
the simple act of filing the articles of incorporation should change
the liability of particular investors, by state decree.
In both cases, I'd like to see a common law standard worked out for
determining how much liability the investors should have by virtue of
their involvement in directing the affairs of the company and in
accords with some minimum standard of responsibility given their
position. Naturally, passive investors should bear the least
liability.
I don't reject the notion that people should be able to limit their
own liability but I emphatically reject the notion that filing papers
with the secretary of state should automatically confer such a
limititation. I think that statutory legerdemain is an example of the
influence of the cult of the omnipotent state over our modern business
world.
Regards,
James
This archive was generated by hypermail 2b29 : Mon Oct 02 2000 - 17:37:12 MDT