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Florida law is instructive. Ordinarily, the State of incorporation has the greatest interest in determining the extent of insulation that will be afforded to shareholders of corporations incorporated under its laws (see Kalb, Voorhis & Co. v American Fin. Corp., 8 F.3d 130, 132 [2d Cir 1993]; Fletcher v Atex, Inc., 861 F. Supp. 242, 244 [SDNY 1994], affd 68 F.3d 1451, 1456 [2d Cir 1995]; Soviet Pan Am Travel Effort v Travel Comm., Inc., 756 F. Supp. 126, 131 [SDNY 1991][applying New York's 'paramount interest' test, citing Intercontinental Planning v Daystrom Inc., 24 N. Y.2d 372, 382, 248 N. E.2d 576, 300 N. Y.S.2d 817; Miller v Miller, 22 N. Y.2d 12, 15-16, 237 N. E.2d 877, 290 N. Y.S.2d 734]).


Piercing the corporate veil is an equitable concept that allows a creditor to disregard a corporation and hold its controlling shareholders personally liable for the corporate debt. Reverse- piercing flows in the opposite direction and makes the corporation liable for the debt of the shareholders (see State of New York v Easton, 169 Misc 2d 282, 288-289, 647 N. Y.S.2d 904; see generally C.F. ...

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