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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Corporate Law

Date & Time
  • event Date

    Thursday, November 18, 2021

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$297.00
CLE
ALL

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 the Pennsylvania Supreme Court decision in Mortimer v. McCool.

Faculty

Edward T. Kang
Managing Member
Kang Haggerty, LLC

Mr. Kang is the Managing Member of Kang Haggerty, and a member of the firm’s Philadelphia office. He devotes his practice to business litigation and Relator’s side qui tam litigation through Kang Haggerty’s whistleblower division. Rated AV Preeminent on Martindale-Hubbell, Edward is recognized as providing exceptional legal counsel and support to his clients. Edward regularly tries cases, including jury trials. He recently received a $6 million verdict in a civil RICO jury trial. As part of his business litigation practice, Edward carries expertise in a variety of areas, including contract disputes, business torts (such as fraud, tortious interference, and unfair competition), civil RICO, and breach of fiduciary duty. Edward focuses on shareholder and partnership break-ups, and he has represented both majority and minority interest holders in such disputes.

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Oscar A. Gomez
Partner; Chair of the Litigation Practice Group
EPGD Attorneys at Law, PA

Mr. Gomez’s practice focuses on business litigation, including but not limited to business and partnership disputes. Among other matters he has successfully defended business owners against intentional tort claims; obtained six-figure judgment at trial against competitor businesses for violation of Florida Deceptive and Unfair Trade Practices and associated violations of Florida’s Trademark statute, and successfully defended business in Fair Labor Standards Act overtime litigation. He is a frequent presenter on business litigation topics.

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Anneke Cronje
Attorney
Winstead PC

Ms. Cronje focuses her practice on representing corporate and individual clients in a wide variety of litigation in state and federal courts involving commercial disputes, breach of contract actions, real estate matters, and employment matters. She assists with every phase of dispute resolution, including drafting pleadings and dispositive motions, managing e-discovery, taking and defending depositions, prepping witnesses, handling hearings, engaging in mediation, and negotiating settlements. Anneke has experience in handling matters in both state and federal courts, as well as arbitrating matters before the AAA.

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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. While the Pennsylvania Supreme Court admitted that this is already "among the most confusing" areas of corporate law, its recent decision Mortimer v. McCool, Nos. 37 MAP 2020, 38 MAP 2020 (Pa. July 21, 2021) adds yet another layer of intricacy to this knotty enigma. With Mortimer, Pennsylvania has joined a growing number of jurisdictions that explicitly allow for the so-called enterprise theory of liability.

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. Companies must address the Pennsylvania test of enterprise liability versus the California determination that liability is established as between two or more corporations under common ownership if one corporation is "but an instrumentality or conduit of another in the pursuit of a single business venture." Counsel must be aware of the difference in liability determination for enterprise theory and how it varies from an alter ego determination.

Listen as our expert panel discusses single business enterprise theory, corporate liability, and the best corporate governance practices to avoid a claim to "pierce the corporate veil." The panel will address the outcome of the Mortimer case and how Pennsylvania, California, and other states have applied the enterprise theory.

Outline

  1. Definitions
    • Single business enterprise liability
    • Piercing corporate veil
    • Alter ego liability
  2. Mortimer v. McCool
  3. State interpretation of enterprise liability
    • Pennsylvania
    • California
    • Other states

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?
  • In what ways do California and Pennsylvania differ in their analysis of enterprise liability?