¶ 4 Defendant filed a motion to dismiss the complaint on August 17, 2010, arguing that the corporate veil could not be pierced, because he was never a director, officer, shareholder, or employee of Silver Fox. On December 22, 2010, the trial court granted defendant's motion. On January 13, 2011, plaintiffs filed a motion to reconsider and cited Fontana v. TLD Builders, Inc., 362 Ill.App.3d 491, 298 Ill.Dec. 654, 840 N.E.2d 767 (2005), for the proposition that the defendant need not be a shareholder for the court to pierce the corporate veil and hold the defendant personally liable. The circuit court granted plaintiffs' motion on April 6, 2011.

In re Rehabilitation of Centaur Insurance Co., 158 Ill. 2d at 172. ¶ 45 Generally, corporate officers and directors are not individually liable for the debts and obligations of the company, but in certain situations, courts will find them personally liable for a corporation's obligations through the equitable remedy known as piercing the corporate veil. Ted Harrison Oil Co. v. Dokka, 247 Ill. App. 3d 791, 794-95 (1993); Fontana v. TLD Builders, Inc., 362 Ill. App. 3d 491, 500 (2005) ("A primary purpose of doing business as a corporation is to insulate stockholders from unlimited liability for corporate activity."). Piercing the corporate veil is a remedy that permits aggrieved plaintiffs to attach liability to the "individual or entity that uses a corporation merely as an instrumentality to conduct that person's or entity's business."

¶ 38 The doctrine of piercing the corporate veil is an equitable remedy that permits a court to impose liability on an individual or entity that uses a corporation merely as an instrumentality to conduct that individual's or entity's business. Fontana v. TLD Builders, Inc., 362 Ill. App. 3d 491, 500 (2005). "A party seeking to pierce the corporate veil has the burden of making a substantial showing that one corporation is really a dummy or sham for another [citation], and courts will pierce the corporate veil only reluctantly [citation]."

The two-prong test for piercing the corporate veil is as follows: (1) there must be such unity of interest and ownership that the separate personalities of the corporation and the individual no longer exist and (2) circumstances must exist such that adherence to the fiction of a separate corporate existence would sanction a fraud, promote injustice, or promote inequitable consequences. Fontana v. TLD Builders, Inc., 362 Ill.App.3d 491, 500 (2005). ¶ 23 The plaintiffs and Vander Maten filed motions to reconsider.

B. Piercing the Corporate Veil under Illinois Law In general, "[a] corporation is a legal entity that exists separately and distinctly from its shareholders, officers, and directors," Fontana v. TLD Builders, Inc., 840 N.E.2d 767, 775 (Ill.App.Ct. 2005), and parties related to a corporation are normally not subject to corporate liabilities. See Dimmitt Owens Fin., Inc. v. Superior Sports Prods., Inc., 196 F. Supp. 2d 731, 738 (N.D. Ill. 2002).

A corporation exists separately from its shareholders, officers, directors and related corporations, and those individuals and entities ordinarily are not subject to corporate liabilities. See Fontana v. TLD Builders, Inc., 362 Ill.App.3d 491, 298 Ill.Dec. 654, 840 N.E.2d 767, 775 (2005). Indeed, one of the primary purposes of incorporation is to limit liability and thereby encourage investment.

The Funds have the burden of proof on this claim. See Fontana v. TLD Builders, Inc., 840 N.E.2d 767, 776 (Ill.App.Ct. 2005).

As a general rule, a corporation is "a legal entity that exists separately and distinctly from its shareholders, officers, and directors, who generally are not liable for the corporation's debts." Fontana v. TLD Builders, Inc., 840 N.E.2d 767, 775 (Ill.App. Ct. 2005); accord Browning-Ferris Indus. of Illinois, Inc. v. Ter Maat, 195 F.3d 953, 959 (7th Cir. 1999) ("The general rule, of course, in Illinois as elsewhere, is that a shareholder . . . is not liable for a corporation's debts.") "[A] court may disregard a corporate entity and pierce the veil of limited liability where the corporation is merely the alter ego or business conduit of another person or entity." FieldTurf Int'l, Inc. v. TriexeMang. Group Inc., 2004 U.S. Dist. LEXIS 6676, *15 (N.D. Ill. Apr. 14, 2004) ( quoting Peetoom v. Swanson, 778 N.E.2d 291, 295-96 (Ill.App.Ct. 1992)).

¶ 128 “[B]y definition, a parent corporation is a corporation that has working control of the subsidiary corporation through stock ownership.” Fontana v. TLD Builders, Inc., 362 Ill.App.3d 491, 503, 298 Ill.Dec. 654, 840 N.E.2d 767 (2005). The parent exercises this control by voting its shares.

¶ 128 "[B]y definition, a parent corporation is a corporation that has working control of the subsidiary corporation through stock ownership." Fontana v. TLD Builders, Inc., 362 Ill. App. 3d 491, 503 (2005). The parent exercises this control by voting its shares.