Piercing (and protecting) the Corporate Veil

Edward T. Kang
Nelson C. Bellido
Kandis L. Kovalsky, Moderator
Michael J. Molder
Edward T. Kang | Kang Haggerty LLC
Nelson C. Bellido | Roig Lawyers
Kandis L. Kovalsky, Moderator | Kang Haggerty LLC
Michael J. Molder | AILA Limited
On-Demand: January 25, 2023
This class is included in the myLawCLE All-Access Pass

Subscribe to myLawCLEs All-Acces Pass...
Get this course, plus over 1,000+ of live webinars.
Learn More
MCLE Credit Information:

Select Your State Below to View CLE Credit Information

1.5 hour CLE
Tuition: $195
Training 5 or more people?

Sign-up for a law firm subscription plan and each attorney in the firm receives free access to all CLE Programs

Program Summary

Piercing the corporate veil refers to the judicial act of disregarding an entity's corporate form, which normally provides limited liability to stockholders, to impose personal liability on the stockholders for the obligations of the corporation. When a court disregards an entity's form to allow plaintiffs to reach the assets of the entity's owners, it is referred to as "piercing the corporate veil." This is determined by the applicable state law.

Recently, there have been changes in the law, as well as changes in the legal landscape. Every corporate lawyer and in-house counsel should be well-versed in the ways that piercing and protecting the corporate veil are determined—and the strategies employed.

This program will describe the process of piercing & protecting the corporate veil, as well as looking at ways to limit liability. In addition, we’ll provide detailed guidance on piercing the corporate veil under the single business enterprise theory. The panel will address the increased potential liability for related businesses and the expanded circumstances under which the court may disregard the corporate form.

Litigants in business disputes often look beyond the corporation to related entities as potential sources of liability and recovery. Related entities include subsidiaries, affiliates, shareholders, partners, owners, or directors.

The Pennsylvania Supreme Court’s recent decision, Mortimer v. McCool, Nos. 37 MAP 2020, 38 MAP 2020 (Pa. July 21, 2021) adds yet another layer of intricacy to an already complicated area of law. Counsel should be familiar with the court's five-point test for determining enterprise theory and be prepared to advise clients on maintaining operations with affiliates that provide a liability shield.

Panelists will discuss single business enterprise theory, corporate liability, and the best corporate governance practices to avoid a claim to "pierce the corporate veil."

Key topics to be discussed:

  • The process of piercing & protecting the corporate veil
  • Ways to limit liability
  • Detailed guidance on piercing the corporate veil under the single business enterprise theory
  • The increased potential liability for related businesses
  • The expanded circumstances under which the court may disregard the corporate form
  • Mortimer v. McCool
  • Best corporate governance practices to avoid a claim to "pierce the corporate veil."

Date: January 25, 2023

Closed-captioning available

Speakers

Edward T. Kang_ Kang Haggerty LLC._myLawCLEEdward T. Kang | Kang Haggerty LLC

Mr. Kang devotes his practice to business litigation and other litigation involving business entities. Rated AV Preeminent on Martindale-Hubbell, he is recognized as providing exceptional legal counsel and support to his clients. Unlike many litigation attorneys who never, or rarely, try a case in court, Mr. Kang regularly tries cases, including jury trials.

 

Nelson C. Bellido_ Roig Lawyers_myLawCLENelson C. Bellido | Roig Lawyers

Mr. Bellido is the partner in charge of the Miami office of Roig Lawyers. His main areas of practice are in complex commercial litigation, insurance defense litigation, insurance fraud special investigations, finance law, products liability, employment litigation and shareholder and partnership disputes.

 

Kandis L. Kovalsky, Moderator_ Kang Haggerty LLC._myLawCLEKandis L. Kovalsky, Moderator | Kang Haggerty LLC

Ms. Kovalsky is an accomplished business and trial lawyer in Philadelphia. Her practice focuses on a broad range of high stakes complex commercial and business-related civil litigation in Pennsylvania and New Jersey state and federal courts and arbitral tribunals. Kandis routinely handles expedited litigation matters, including temporary restraining orders and injunctions in federal court.

 

Michael J. Molder_ AILA Limited_myLawCLEMichael J. Molder | AILA Limited

Michael J. Molder, JD, CPA, CVA/MAFF, CFE is the owner of AILA Limited, providing financial forensic and business valuation services primarily in litigation engagements. Mr. Molder applies over 35 years as a financial professional and commercial litigator to analyze financial misconduct claims, value business interests and investigate fraud.

As lead counsel in Neuberger and Scott v. Shapiro, et al, E.D.Pa. 97-CV-7947, Mr. Molder won the respect of the court and opposing counsel for his deep understanding of the accounting and reporting issues at play in that federal securities fraud case. Over the course of his legal career, Mr. Molder helped co-counsel understand complex financial and accounting issues in dozens of cases.

Since 2006, Mr. Molder has applied his analytical and investigative skills in valuation and forensic/litigation services engagements. Since then, he has worked on a wide variety of matters ranging from shareholder disputes and partnership breakups to matrimonial and personal injury cases to damages calculations in commercial litigation and fraud investigations. Mr. Molder has testified on business valuation, commercial damages and fraud.

Mr. Molder earned his bachelor’s degree in accounting from the Pennsylvania State University and his Juris Doctor from the Temple University School of Law. He holds Certified Valuation Analyst® and Master Analyst in Financial Forensics® credentials from the National Association of Certified Valuators & Analysts® and the Certified Fraud Examiner® credential from the Association of Certified Fraud Examiners®.

Agenda

I. Definitions | 12:00pm – 12:30pm

  • Piercing corporate veil
  • Alter ego theory: general
  • Alter ego theory: fraud and equity
  • Single business enterprise liability

II. Mortimer v. McCool | 12:30pm – 1:00pm

Break | 1:00pm – 1:10pm

III. State interpretation of enterprise liability | 1:10pm – 1:40pm

  • Pennsylvania
  • California
  • Other states

#1 CLE Access Program

  • Over 1,000 Live CLE Webinars each year
  • All CLE webinars broadcasted in last 12 months
  • Programs covering over 35 practice areas
  • Hot topics & changes in the law
  • All formats: Live, Replay, and On-demand
  • Accreditation in every state

Access every CLE webinar,
every format, all year long!

myLawCLE All-Access Pass

only $395 yearly


Register Now

#1 CLE Access Program

  • Over 1,000 Live CLE Webinars each year
  • All CLE webinars broadcasted in last 12 months
  • Programs covering over 35 practice areas
  • Hot topics & changes in the law
  • All formats: Live, Replay, and On-demand
  • Accreditation in every state

Access every CLE webinar,
every format, all year long!

myLawCLE All-Access Pass

only $395 yearly


More CLE Webinars
Trending CLE Webinars
The Corporate Transparency Act Reporting Obligations
The Corporate Transparency Act Reporting Obligations
Law Offices of Jonathan H. (Jason) Warner, P.A.
On-Demand
IRS Penalty Abatement Made Easy
IRS Penalty Abatement Made Easy
Green & Sklarz, LLC
On-Demand
Gun Trust Law (2024 Edition)
Gun Trust Law (2024 Edition)
Partner, Davenport Evans Lawyers
On-Demand
Revocable Living Trusts from Start to Finish (2024 Edition)
Revocable Living Trusts from Start to Finish (2024 Edition)
Partner, Davenport Evans Lawyers
On-Demand
Mini-Med School for Lawyers: What Attorneys and Experts Need to Know (2024 Edition)
Mini-Med School for Lawyers: What Attorneys and Experts Need to Know (2024 Edition)
Rachel V. Rose – Attorney at Law, P.L.L.C. (Houston, TX).
On-Demand
Lawyers Serving on Boards
Lawyers Serving on Boards
Howard Brod Brownstein, CTP.
On-Demand
Essential Accounting Principles Every Attorney Should Know
Essential Accounting Principles Every Attorney Should Know
LaPorte CPAs & Business Advisors
On-Demand
Creating a Trial Notebook: From A - Z (Including 1hr of Ethics)
Creating a Trial Notebook: From A - Z (Including 1hr of Ethics)
Trial Lawyers for Justice, Hanker Law PC
On-Demand
Tax Opportunity Zones (2024 Edition)
Tax Opportunity Zones (2024 Edition)
Blank Rome LLP
On-Demand
Litigating Libel and Defamation Cases
Litigating Libel and Defamation Cases
Callahan & Blaine, APLC.
On-Demand
Will Drafting 101 (2024 Edition)
Will Drafting 101 (2024 Edition)
Partner, Davenport Evans Lawyers
On-Demand
Federal Indian Law 101 (2024 Edition)
Federal Indian Law 101 (2024 Edition)
Holland & Knight LLP
On-Demand
Upcoming CLE Webinars
Entertainment Law 101 (2024 Edition)
Entertainment Law 101 (2024 Edition) Tue, July 30, 2024
Live Webcast
Microsoft Word for Lawyers (2024 Edition)
Microsoft Word for Lawyers (2024 Edition) Tue, July 30, 2024
Live Webcast
Trade Secrets Law and Remote Workers
Trade Secrets Law and Remote Workers Wed, July 31, 2024
Live Webcast
Building Your Case Around Jury Instructions
Building Your Case Around Jury Instructions Fri, August 2, 2024
Live Webcast
Evidence 101 [Part 1]: Relevancy & company
Evidence 101 [Part 1]: Relevancy & company Wed, August 21, 2024
Live Webcast
Microsoft Excel for Lawyers (2024 Edition)
Microsoft Excel for Lawyers (2024 Edition) Wed, August 21, 2024
Live Webcast
The Probate Process from A-Z
The Probate Process from A-Z Mon, August 26, 2024
Live Webcast