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“It is entirely appropriate for directors of a parent corporation to serve as directors of its subsidiary, and that fact alone may not serve to expose the parent corporation to liability for its subsidiary’s acts.” American Protein Corp. v. AB Volvo, 844 F.2d 56, 57 (CA2), cert. denied, 488 U.S. 852 (1988); see also Kingston Dry Dock Co. v. Lake Champlain Transp. Co., 31 F.2d 265, 267 (CA2 1929) (L. Hand, J.) (“Control through the ownership of shares does not fuse the corporations, even when the directors are common to each”); Henn & Alexander 355 (noting that it is “normal” for a parent and subsidiary to “have identical directors and officers”).


This recognition that the corporate personalities remain distinct has its corollary in the “well established principle [of corporate law] that directors and officers holding positions with a parent and its subsidiary can and do ‘change hats’ to represent the two corporations separately, despite their common ownership.” Lusk v. Foxmeyer Health Corp., 129 F.3d 773, 779 (CA5 1997); see also Fisser v. International Bank, 282 F.2d 231, 238 (CA2 1960). Since courts generally presume “that the directors are wearing their ‘subsidiary hats’ and not their ‘parent ...

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