written by reader individual stockholder liability

By Anonymous Questions, June 20, 2014

a friend says his accountant told him that if certain stocks, reits, mlps etc have judgements against them that they cannot satisfy, then the party can come after individual stockholders. I never heard of this. Can you comment?? thank you.

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June 23, 2014 3:41 pm

I am not an accountant or tax lawyer, but my experience as a compliance officer for a B/D would lead me to this answer. Most publicly traded stocks, MLP’s, REIT’s etc would have you, as an “investor” owning shares of stock in a corporation, limited partnership units in an MLP or non-managing LLC member, or the owner of an ETN [which is basically a promissory note issued by the issuer of the ETN]. Assuming your relationship with the entity you are invested in is limited to this, you are not anywhere in the lineup of liable entities if the underlying company/mlp/reit/etn should go belly up. However, if you as an investor in a private placement have wound up being not a limited partner or non-managing member of an LLC, but are a partner in the partnership, or one of the managing members of the LLC then you could very well be in line for a judgment against you. Also, if you own stock [public or private entity] and are also an active manager of that corporation, then it is possible, under certain circumstances, for a judge to “pierce” the corporate veil and go after you.



PS.. best advice in any individual situation is to consult with a qualified and experienced securities lawyer if you have a real concern

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November 16, 2015 2:58 pm

Can you tell us more about this? I’d want to find out more details.

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