The bill S.B. No. 2025-2026 aims to enact section 2307.36 of the Revised Code, which codifies the common law cause of action for "piercing the corporate veil." This section defines key terms such as "affiliate," "covered entity," "covered person," and "damages or civil penalties," establishing a framework for when a covered person may be held liable for the obligations of a covered entity. It specifies that a covered person is not liable unless the person seeking to pierce the corporate veil can demonstrate control over the entity, that the entity was used to perpetrate fraud, and that they suffered an injury as a result.

Additionally, the bill outlines that certain actions or relationships do not constitute sufficient grounds for piercing the corporate veil, such as providing services to the entity or being an officer of both the covered person and the entity. It places the burden of proof on the claimant and states that any liability is exclusive and preempts other related obligations. The General Assembly intends for this section to be remedial, allowing for both prospective and retroactive application, while also abrogating any conflicting statutory or common law causes of action. If any part of the section is found unconstitutional, the bill includes a severability provision to ensure the remaining provisions remain effective.