Product Description

LLCs and corporations are two very common forms of entity—with LLCs often being the go-to choice to limit liability. But increasingly there are times when courts penetrate the veils of the LLC or corporation. Hear the expert panelists explain how to set up and operate an LLC and corporation to minimize the likelihood of exposure. They also take you step-by-step through the factors and considerations at play when you are trying to find the loopholes to pierce the veil to prevail in litigation. A review of recent cases in a variety of contexts provides litmus tests, and helps illustrate the scenarios where penetration of the corporate form was achieved.

As Benjamin Franklin once aptly said, "An ounce of prevention is worth a pound of cure." Join us online to become or remain fluent in the protective and piercing strategies your clients depend upon you to know.

Agenda & Materials

• 2:00 - 2:01 pm

  Overview and Introduction

  on demand video Add to Cart

  Sara J. Shanahan, Esq., Sherin and Lodgen LLP , Boston
  
• 2:01 - 2:50 pm

  LLC Liability Loopholes & Piercing the Corporate Veil: Transactional Lawyer's Perspective

  on demand video Add to Cart

  • Discussion of limitation of liability; origins and benefits
  • Selecting a corporate form; advantages and disadvantages between entity types
  • Available alternative actions against insiders not requiring veil piercing
    • Chapter 93A
    • Torts
    • Wage Claims
    • Fiduciary Duty and Improper Dividends
    • Reach and Apply Actions
  • Three case studies: "dubious manipulation, contrivance and finagling"

  Jonathan F.X. O'Brien, Esq., Sherin and Lodgen LLP , Boston
  
• 2:50 - 3:35 pm

  LLC Liability Loopholes & Piercing the Corporate Veil: Litigator's Perspective

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  • Piercing the Corporate Veil is an equitable remedy outside the ordinary course
  • Do not overlook basis for direct claims against insiders
  • My Bread Baking – the 12 factor test in Massachusetts
  • Strategies to Consider When Drafting a Complaint
  • Strategies to Consider When Defending/Moving to Dismiss
  • Case Studies

  David B. Mack, Esq., O'Connor, Carnathan, and Mack LLC , Burlington
  
• 3:35 - 4:02 pm

  LLC Liability Loopholes & Piercing the Corporate Veil: Additional Considerations and Recent Massachusetts Cases

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  • LLCs and Corporations are assessed under the same standards
  • Pleading citizenship for diversity jurisdiction in federal court
  • Choice of law considerations
  • Derivative claims versus direct claims
  • •Recent cases in Massachusetts, state and federal court

  Sara J. Shanahan, Esq., Sherin and Lodgen LLP , Boston
  
• 4:02 - 4:24 pm

  LLC Liability Loopholes & Piercing the Corporate Veil: Delaware Law and Cases

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  • Piercing the Corporate Veil is an equitable and extreme remedy in Delaware
  • Asserting and Defending Claims
  • Recent cases in Delaware Chancery Court and Federal Court

  Mian R. Wang, Esq., Greenberg Traurig LLP , Boston
  
• 4:24 - 4:34 pm

  Break
• 4:34 - 4:55 pm

  LLC Liability Loopholes & Piercing the Corporate Veil: Directors and Officers Insurance – Considering Coverage/Collecting on Judgement

  on demand video Add to Cart

  • Standard Policy Provisions
  • Insured v. Insured Exclusion

  David B. Mack, Esq., O'Connor, Carnathan, and Mack LLC , Burlington
  Sara J. Shanahan, Esq., Sherin and Lodgen LLP , Boston
  Mian R. Wang, Esq., Greenberg Traurig LLP , Boston
  Jonathan F.X. O'Brien, Esq., Sherin and Lodgen LLP , Boston
  

Chair

Faculty