dissenting.
The majority acknowledges that this Court is “disinclined to adopt a new principle of law in any context other than an appeal,” maj. op. at 643, which has “the benefit! ] of a full factual record.” Maj. op. at 643. It nevertheless proceeds to adopt reverse veil-piercing liability in the context of this certified question of law. Because I think that this is an inappropriate case in which to adopt this new form of liability that would permit a shareholder’s creditors to reach corporate assets, I respectfully dissent.
There are good reasons not to decide cases without a full factual record, and those reasons are even more applicable when adopting a new form of liability. See, e.g., City and County of Denver v. Consolidated Ditches Co., 807 P.2d 23, 38 (Colo.1991) (“A court ... should avoid [providing] an advisory opinion on an abstract proposition of law, particularly when the trial record is virtually devoid of any evidentiary basis for an ultimate legal conclusion.”). Facts enable the Court to consider how the doctrine works in context, rather than in isolation. As has been noted by the United States District Court for the District of Colorado, the court from which the issue in this case was certified, “[t]he laws as to when the courts will pierce the corporate veil are easy to state, but hard to apply.” Shamrock Oil & Gas Co. v. Ethridge, 159 F.Supp. 693, 696 (D.Colo.1958) (internal quotations omitted). Indeed, in at least one case addressing traditional veil-piercing, we have declined to apply the doctrine “[i]n the absence of a fully developed factual record and adequate findings of fact.” Micciche v. Billings, 727 P.2d 367, 373 (Colo. 1986). I can see no reason why reverse veil-piercing should be treated differently.
The record in this case is far from the “fully developed factual record” contemplated by Micciche. The trustee filed an adversary action in connection with the bankruptcy proceeding, in which he sought to avoid certain property transfers made by both Debtor Phillips and Philsax, Inc., a corporation in which Phillips is the dominant shareholder. The defendants in that adversary proceeding defaulted. The bankruptcy court entered a default judgment against Debtor Phillips, but refused to enter a default judgment against Philsax because there was no clear Colorado precedent allowing reverse veil-piercing. Accordingly, the bankruptcy court made no findings of fact or conclusions of law regarding issues relevant to reverse veil-piercing. *648The bankruptcy court specifically noted that it did not need to decide factual issues relating to reverse veil-piercing because it dismissed the reverse veil-piercing claims against the corporation as a matter of law. The trustee appealed that order to the federal district court, which was similarly unwilling to proceed without a determination that Colorado would actually adopt the new theory of liability.
We thus find ourselves in the position of deciding whether Colorado should recognize a significant new form of liability without a fully developed factual record. Moreover, as counsel for the trustee conceded, both in the briefing and at oral argument, reverse veil-piercing may not even be applicable in this case because it is unclear whether the corporation holds the assets the trastee is trying to reach. In other words, while the majority answers the federal district court’s certified question in the affirmative, it is possible that its answer may have no impact in this case.
The majority attempts to deal with the slim factual record in this case in two ways, neither of which cures the problem. First, the majority offers up a veritable feast of facts drawn from the certification order. Maj. op. at 641-643. Yet there is an important distinction between facts and relevant facts. Here, the bankruptcy court expressly refused to engage in the fact-finding necessary to support reverse veil-piercing until it was certain that the theory was recognized in Colorado.
Then the majority compounds its error by doing the bankruptcy court’s job itself, applying the factors of its newly-minted reverse piercing theory to the “facts” of this case. See maj. op. at 646-647. If anything, the majority’s application of reverse piercing simply makes matters worse because it limits the bankruptcy court’s ability to do its own fact-finding on remand. See, e.g., Garman v. Conoco, Inc., 886 P.2d 652, 654 n. 4 (Colo. 1994) (“Pursuant to C.A.R. 21.1 we ‘may answer a question of law certified [to this court if there are] ... questions of law of this State which may be determinative of the cause then pending before the certifying court.’ We believe the [Plaintiffs’] request that we apply the law to the facts now before the federal district court exceeds the scope of the certified question.”).
The posture of this case differs significantly from that of C.F. Trust, Inc. v. First Flight Limited Partnership, 266 Va. 3, 580 S.E.2d 806 (2003), in which the Virginia Supreme Court adopted reverse veil-piercing on a certified question from the Fourth Circuit. In that case, the federal district court had conducted a four-day bench trial to determine the facts relating to whether an individual had treated a corporation as an alter ego. See id. at 808. The district court ultimately concluded “that C.F. Trust and Atlantic Funding had ‘conclusively established the grounds necessary to support piercing the corporate veil in reverse.’ ” Id. at 809 (citations omitted). Here, by contrast, there was no such “conclusive! ]” fact-finding.
The second way in which the majority attempts to deal with the lack of factual record in this case is by defining the doctrine of reverse veil-piercing narrowly. In particular, it limits claims of reverse veil-piercing to “outside” claims, maj. op. at 645; states that the three elements of the doctrine — that (1) the shareholder and corporation are alter egos of one another, (2) justice requires recognizing the substance of the relationship over the form because the corporate fiction is being used to perpetrate a fraud or defeat a rightful claim, and (3) an equitable result is achieved by reverse piercing — must be evidenced by a “clear showing,” id. at 646; explains that an “equitable result” would not be achieved when “innocent shareholders or creditors” are harmed, id. at 646; and instructs courts to consider alternative remedies before permitting reverse veil-piercing. Id. at 647. These limitations, however, simply demonstrate the majority’s apparent discomfort in adopting this new form of liability in the absence of relevant fact-finding by the federal courts.
Reverse veil-piercing could have a significant impact on the legal landscape in Colorado. “Generally, a corporation is treated as a legal entity separate from its shareholders.” Micciche, 727 P.2d at 372. Thus, the corporate form protects the corporation from risks associated with individual shareholders. A shareholder’s creditors can only reach stock *649issued to and owned by shareholders; corporate assets are shielded. See, e.g., Cascade Energy & Metals Corp. v. Banks, 896 F.2d 1557, 1577 (10th Cir.1990) (noting that reverse veil-piercing “bypasses normal judgment-collection procedures, whereby judgment creditors attach the judgment debtor’s shares in the corporation and not the corporation’s assets”). If reverse veil-piercing is permitted, however, the corporation becomes liable for the debts of one (or more) of its shareholders. Accordingly, reverse piercing can prejudice other shareholders and creditors by reducing corporate assets. See, e.g., id.; Floyd v. IRS, 151 F.3d 1295, 1299 (10th Cir.1998); Gregory S. Crespi, The Reverse Pierce Doctrine: Applying Appropriate Standards, 16 J. Corp. L. 33, 56-64 (1990).
The majority believes that it has taken care of this problem by stating that “equity requires that innocent shareholders and creditors be adequately protected before outside reverse piercing is appropriate under Colorado law.” Maj. op. at 646. It is true that a court may be able to protect particular “innocent” shareholders and creditors after a reverse veil-piercing claim has been brought. But after today’s ruling, assets of Colorado corporations could be subject to reverse veil-piercing at some time in the future. The recognition of reverse veil-piercing in Colorado will significantly affect (1) the expectations of shareholders with regard to the risks and liabilities to which their investment might be exposed, and hence that investment’s value; and (2) the expectations of creditors with regard to the risks to and security of their collateral. There is a significant and fundamental difference between traditional veil-piercing, which allows parties to reach individual assets, and reverse veil-piercing, which permits parties to reach corporate assets.
Given that the effect on the expectations of Colorado corporate shareholders and creditors could be substantial, I am unwilling to adopt reverse veil-piercing in a contextual void. Colorado corporate law has operated without reverse veil-piercing liability until now, and it can continue to do so until an appropriate case is brought before us to consider the issue. I therefore respectfully dissent.
I am authorized to state that JUSTICE RICE and JUSTICE COATS join in this dissent.