BarbriSFCourseDetails

Course Details

This CLE webinar will provide corporate counsel with 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. The panel will discuss the implications of cases since Mortimer v. McCool in 2021.

Faculty

Description

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.

A simultaneously ubiquitous and arcane doctrine, piercing the corporate veil is subject to extensive commentary and critique. After the Pennsylvania Supreme Court decision in Mortimer v. McCool, states and federal courts have continued to grapple with veil-piercing standards, policy justification, and new lines of cases.

Dewberry Group v. Dewberry Engineers reaffirms federal standards, while In re Signia Ltd. added clarity to veil-piercing claim ownership during bankruptcy proceedings. Updated statutes and case law in West Virginia, California, Delaware, New York, and Texas provide additional insight for risk management strategy.

Counsel should be familiar with the updated federal and state case and statutory law and be prepared to advise clients on maintaining operations and adopting practices that provide a liability shield and risk reduction strategy.

Listen as our expert panel discusses the single business enterprise theory and the best corporate governance practices to avoid claims to "pierce the corporate veil." The panel will address updates post-Mortimer and how Pennsylvania, California, and other states are applying and adjusting the alter ego doctrine and single business enterprise theory.

Outline

I. Definitions

A. Single business enterprise liability

B. Piercing corporate veil

C. Alter ego liability

D. Horizontal and vertical piercing

II. Mortimer v. McCool

III. Recent cases and statutory changes.

A. Dewberry, In re Signia Ltd., and Ledford

IV. State interpretation of enterprise liability

A. Pennsylvania

B. California

C. Other states

V. Operational best practices and risk reduction strategies

Benefits

The panel will address these and other key topics:

  • What is the single business enterprise theory of corporate liability?
  • What is the history and outcome of the Mortimer v. McCool case?
  • How does enterprise theory liability vary from alter ego liability?
  • How has recent case law and statutory reform affected the landscape post-Mortimer?
  • In what ways do states like California and Pennsylvania differ in their analysis of enterprise liability?
  • How can counsel advise on best practices for risk reduction?