OK.  I cannot compete with the brevity or humor of the student comment Steve Bradford posted earlier today.  [sigh]  But my post today does relate to a student comment/question–one from my Business Associations course earlier this semester.  Specifically, a student posted the following on our class discussion board under the title "Swiss Vereins and piercing the veil":

I was curious about Swiss Vereins and how that works when trying to pierce the veil since a Swiss Verein consists of independent offices that have limited liability amongst them. Would it have been beneficial for Westin [referring to the Gardemal v. Westin Hotel Co. case] to have used such a structure instead of having Westin Mexico be a subsidiary? It seems that most Swiss Vereins are large law firms, such as DLA Piper and Baker & McKenzie or accounting firms, such as Deloitte. 

This is the first time a student has asked me about the Swiss verein structure in my almost fifteen years of teaching.  My familiarity with Swiss vereins comes solely from what I have read and heard over the years.  I never advised a firm in setting one up (or deciding not to).  Here is the core substance of my response:

Thanks for asking about this.  Swiss vereins . . . are non-entity structures, blessed under the laws of Switzerland, for conducting business through a formal association of multiple firms.  The firms collectively agree to a set of bylaws that govern their joint management/operations through a management board.  In this way, a Swiss verein functions like a corporate group without a separate entity (parent/holding company) owning all of the businesses at the top. So, you can see how it might be an advantage when it comes to veil piercing–although there have been cases in which judges have blessed what I think of as sideways veil piercing in the United States, in which a sister firm is held liable for the obligations of her brother, so to speak.  Bottom line?  The Swiss verein provides a flexible framework for doing business jointly among many firms.
 
Why not use this structure in lieu of creating a corporate family?  I have spent some time thinking about it.  I am no expert on this way of doing business.
 
I suppose the main reasons are the flip side of the coin form the advantages of the Swiss verein.  Corporate structures provide off-the-shelf rules for management and control and cost-sharing and all that.  In a Swiss verein, all of that needs to be scripted out in significant detail in the verein's bylaws, since there is no statutory default rule to fall back on.  So, they are expensive to set up and maintain.  Also, this often means that participants in the verein are more loosely tied together in terms of the norms of their joint operations.  Each firm in the verein is more siloed–autonomously managed and its own profit center.  This can have advantages and disadvantages, but may be less desirable in businesses that desire uniform operations and good employee morale as among all of the constituent firms (which may be harder to achieve in a verein).  Also, the perceptions of outsiders may be an issue, based on what I have read.  People are just not as familiar with the verein structure, and they don't understand it, which may make them more hesitant to do business with it.  And finally, there is no guarantee that the veil of limited liability available under Swiss law in the verein structure, which generally is deemed to be strong, will not be pierced in a judicial proceeding.
 
I am sure some of you are more familiar with the actual operation of Swiss vereins in context and may have some valuable insights.  If so, have at it and share them here.  I just thought it was a provocative question and would love to get my student and her colleagues the best answer . . . .