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Question
Veloxus Enterprises, Inc. is a domestic corporation 60% owned by its founder, Mr. Cruz, and 40% owned by the Velox Foundation, a charitable foundation. To fund a major expansion, Veloxus obtains a bank loan, with Mr. Cruz signing as guarantor. After several months, the bank discovers that Veloxus’s funds were repeatedly used to pay Mr. Cruz’s personal mortgage and travel expenses, with clear commingling of corporate and personal accounts. Veloxus’s capitalization is inadequate and corporate formalities have been ignored for years. Veloxus becomes insolvent. The bank seeks to pierce Veloxus’s corporate veil to hold Mr. Cruz personally liable for Veloxus’s debt and the guaranty. (a) Identify the doctrine by which Mr. Cruz may be personally liable to Velox Bank. (b) Distinguish the controlling rule for piercing the veil when a stockholder uses a corporation as an alter ego/instrumentality versus a case of ordinary separate corporate existence. (c) Based on the facts, should the court pierce the veil and hold Mr. Cruz personally liable? Explain briefly.