The bill proposes the enactment of section 2307.36 of the Revised Code to codify 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," and outlines the conditions under which a covered person may be held liable for the obligations of a covered entity. Specifically, it establishes that a covered person has no liability unless the person seeking to pierce the corporate veil can demonstrate control over the entity, that the entity was used to perpetrate fraud for the benefit of the covered person, and that the claimant suffered an injury as a result.
Additionally, the bill clarifies 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 or director. It places the burden of proof on the claimant to establish their case and states that any liability of the covered person is exclusive and preempts other related obligations. The bill also intends to apply retroactively to claims pending at the time of its enactment, while ensuring that it does not create new rights or causes of action that did not exist under common law prior to its effective date.