Since piercing the veil of corporate fiction is frowned upon, those who seek to pierce the veil must clearly establish that the separate and distinct personalities of the corporations are set up to justify a wrong, protect a fraud, or perpetrate a deception.

See -
http://sc.judiciary.gov.ph/jurisprudence/2012/june2012/168208.htm

"x x x.

At the fore, the question of whether one corporation is merely an alter ego of another is purely one of fact generally beyond the jurisdiction of this Court.[35] In any case, given only these bare reiterations, this Court sustains the ruling of the LA as affirmed by the NLRC that Miramar and Mar Fishing are separate and distinct entities, based on the marked differences in their stock ownership.[36] Also, the fact that Mar Fishing’s officers remained as such in Miramar does not by itself warrant a conclusion that the two companies are one and the same. As this Court held in Sesbreño v. Court of Appeals, the mere showing that the corporations had a common director sitting in all the boards without more does not authorize disregarding their separate juridical personalities.[37]

Neither can the veil of corporate fiction between the two companies be pierced by the rest of petitioners’ submissions, namely, the alleged take-over by Miramar of Mar Fishing’s operations and the evident similarity of their businesses. At this point, it bears emphasizing that since piercing the veil of corporate fiction is frowned upon, those who seek to pierce the veil must clearly establish that the separate and distinct personalities of the corporations are set up to justify a wrong, protect a fraud, or perpetrate a deception.[38] This, unfortunately, petitioners have failed to do. In Indophil Textile Mill Workers Union vs. Calica, we ruled thus:[39]

In the case at bar, petitioner seeks to pierce the veil of corporate entity of Acrylic, alleging that the creation of the corporation is a devi[c]e to evade the application of the CBA between petitioner Union and private respondent company.  While we do not discount the possibility of the similarities of the businesses of private respondent and Acrylic, neither are we inclined to apply the doctrine invoked by petitioner in granting the relief sought.  The fact that the businesses of private respondent and Acrylic are related, that some of the employees of the private respondent are the same persons manning and providing for auxiliary services to the units of Acrylic, and that the physical plants, offices and facilities are situated in the same compound, it is our considered opinion that these facts are not sufficient to justify the piercing of the corporate veil of Acrylic. (Emphasis supplied.)

Having been found by the trial courts to be a separate entity, Mar Fishing – and not Miramar – is required to compensate petitioners. Indeed, the back wages and retirement pay earned from the former employer cannot be filed against the new owners or operators of an enterprise.[40]

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