A sole shareholder is not an “employer”

A California Court of Appeals has determined that being a sole shareholder does not make you an employer. This is important for cases involving the California Family Rights Act because recovery under that act is only available from the employer. The employer in that case being the corporation. Plaintiffs argue that the shareholder should also be personally liable since he exercised control over them, and also under a theory of alter ego. The court rejected plaintiffs argument:

In this instance, where a third party seeks to hold the sole shareholder liable for the wrongdoing of the corporation, an alter ego theory is the appropriate way to determine whether the shareholder is liable.

The opinion goes on to say that in California a corporation (or other entity for that matter) is normally considered separate and apart from any shareholders, employees, officers etc. Only in very narrow circumstances will they deviate from this, and only in the interest of serving justice.

If you really like to torture yourself you can read the whole opinion here Leek-v.-Cooper

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