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A corporation can be found to be a sham even if the other factors are not met. A sham is 'a false pretense[;] . . . something that is not what it seems; a counterfeit.' Sham, Black's Law Dictionary (10th ed. 2014). A corporation is a sham when it has no business or corporate purpose. See Nelson v. Adams USA, Inc., 529 U.S. 460, 471, 120 S. Ct. 1579, 146 L. Ed. 2d 530 (2000) (examining when to pierce the corporate veil on a one-person corporation) (citing Gregory v. Helvering, 293 U.S. 465, 469, 55 S. Ct. 266, 79 L. Ed. 596 (1935)). A sham corporation must be an 'instrumentality of, or conduit for' the owner to justify piercing the corporate veil. Team Cent., Inc. v. Teamco, Inc., 271 N.W.2d 914, 923 (Iowa 1978); see also In re C.G.C. Stores, Inc., No. 87-516-DJ, 1988 Bankr. LEXIS 2743, 1988 WL 1568187 (Bankr. S.D. Iowa, Aug. 30, 1988) (noting businesses were not mere shams, but 'created with the intent of conducting legitimate business[ ]').
