Reverse Disregard of the Corporate Veil Due to ESG Policy Violations in the Credit Analysis of Non‑Conventional Corporate Groups

Abstract

This article analyzes the application of reverse piercing of the corporate veil in the context of credit analysis involving non‑conventional corporate groups, particularly those structured through the Sociedade em Conta de Participação (SCP), in light of environmental, social, and governance (ESG) criteria. It begins by distinguishing between conventional and non‑conventional corporate groups in order to demonstrate how informal and low‑transparency corporate structures may be used both for legitimate purposes and for concealing legal, economic, and socio‑environmental risks. The study examines the legal nature of the SCP, its operational flexibility, and the risks of distortion when employed as an instrument for the fragmentation of liabilities or asset shielding. It highlights the incorporation of ESG criteria by financial institutions as a factor that expands due diligence in credit analysis, requiring a substantive assessment of socio‑environmental compliance of credit borrowers. The central research problem investigates whether violations of ESG policies, when associated with the abusive use of SCPs within non‑conventional groups, may justify the application of reverse piercing of the corporate veil as an exceptional mechanism of liability attribution. The research adopts a bibliographic approach, using the deductive method.