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The presumption of corporate independence and limited shareholder liability serves to encourage business development. See Wm. Passalacqua Builders, Inc. v. Resnick Developers S., Inc., 933 F.2d 131, 139 (2d Cir.1991). Nevertheless, that presumption will be set aside, and courts will pierce the corporate veil under certain limited circumstances. See Thomson-CSF, 64 F.3d at 777. Specifically, such '[l]iability ... may be predicated either upon a showing of fraud or upon complete control by the dominating [entity] that leads to a wrong against third parties.' Wm. Passalacqua Builders, 933 F.2d at 138. As explained in Wm. Passalacqua Builders, to pierce the corporate veil under New York law, a plaintiff must prove that '(1) [the owner] ha[s] exercised such control that the [corporation] has become a mere instrumentality of the [owner], which is the real actor; (2) such control has been used to commit a fraud or other wrong; and (3) the fraud or wrong results in an unjust loss or injury to plaintiff.' Id. (internal quotation omitted).


In Carte Blanche (Singapore) Pte., Ltd. v. Diners Club International, Inc., 2 F.3d 24 (2d Cir.1993), in which the court stated that veil-piercing will be allowed 'in ...

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