TY - JOUR T1 - Is a Delaware LLC the Answer to Address Risks of Personal Liability in Private Equity Investments in Brazil? JF - The Journal of Private Equity SP - 32 LP - 44 DO - 10.3905/jpe.2017.20.3.032 VL - 20 IS - 3 AU - Ellisa O. Habbart AU - Michael S. Swoyer AU - Alexei Bonamin Y1 - 2017/05/31 UR - https://pm-research.com/content/20/3/32.abstract N2 - Under Delaware law, the liability of a Delaware limited liability company (LLC) is limited to the assets of the LLC. Investors in an LLC (members) are only liable for their investment in the LLC. Given the state of Delaware is highly respected worldwide and does not have the negative “tax shelter” reputation attributed to other jurisdictions, it is arguable that a Delaware LLC would protect its members against personal liability. By and large, international private equity investors use Delaware LLCs to invest in Brazil through Brazilian private equity investment funds (FIPs). Brazilian courts have “pierced the corporate veil” of corporate entities in the past and imposed personal liability upon the shareholders of those entities. However, the decision of a Brazilian court to pierce the veil of a Delaware LLC would be of little consequence if a Delaware court would not enforce the judgment against the LLCS and its members.TOPICS: Private equity, emerging, legal/regulatory/public policy ER -