Piercing the Corporate Veil: Pleading the New Standards and Reaching Sister Entities

Tod Northman, Partner | Tucker Ellis LLP

Tod Northman brings more than 25 years of business and corporate law experience spanning commercial law, business transactions, contract negotiation, dispute resolution, mergers and acquisitions, artificial intelligence technology, and real estate. He represents publicly traded and privately held companies across the country, with particular depth in the aviation and autonomous vehicles industries, and speaks regularly on piercing the corporate veil, reverse veil piercing, and protecting LLC assets from member-level claims.

• Education & Credentials

Tod earned his J.D., cum laude, from Case Western Reserve University School of Law in 1994, where he served as Articles Editor of the law review and won first place for oral advocacy as Dean Dunmore Moot Court Champion. He also holds an M.A. from New York University (1991) and a B.A. from Portland State University (1988). He is admitted to practice in Ohio, Oregon, and Washington, and before the United States Tax Court.

• Recognition & Leadership

Tod graduated cum laude from law school and, at Portland State University, was a Presidential Merit Scholar, student body president, and editor of the student newspaper. He serves as First Vice President and a member of the Board of Trustees of Green Road Synagogue and previously served as president and a director of Maimonides Jewish Day School in Portland.

• Professional Involvement

Tod is a member of the Cleveland Metropolitan Bar Association, where he serves as Vice Chair of the Green Initiative Committee, and has participated in the American Bar Association’s Air and Space Forum since 2004. He has served as a contributing editor of the Oregon State Bar Section of Real Estate and Land Use newsletter since 1996.

• Experience

Tod’s speaking record centers on veil piercing and entity liability, including myLawCLE programs on reverse veil piercing in 2023 and 2024 and webinars for Lorman, Strafford, Rossdale, and the ACC. His writing on corporate governance, transactions, and emerging technology has appeared in Bloomberg Law, Law360, Westlaw Today, and The Legal Intelligencer. His transactional practice includes representing publicly traded and privately held companies in acquisitions, aircraft portfolio transactions, and complex corporate reorganizations.

Kristin A. Volk, Member, Junior Attorney Corps | Tucker Ellis LLP

Kristin Volk supports Tucker Ellis teams across practice groups as a member of the firm’s Junior Attorney Corps, drawing on a prior career as an investigative journalist. She assists with in-depth research, analysis, and drafting, and brings substantial experience solving problems, advocating for others, and managing complex issues.

• Education & Credentials

Kristin earned her bachelor’s degree in communications from Denison University and her master’s degree in journalism from Northwestern University (M.S. in Journalism, 2005).

• Recognition & Leadership

Kristin won an Emmy Award for her investigative journalism at NewsChannel 5 in Cleveland. As the marketing leader of a Cleveland-based law firm, she launched the firm’s business development program and coached attorneys on identifying potential clients and building relationships with existing clients.

• Professional Involvement

Kristin has presented continuing legal education programs on corporate veil piercing, including a 2025 program with Tod Northman on avoiding mistakes and exposure, along with presentations on media engagement and building relationships with journalists for the Cleveland Metropolitan Bar Association.

• Experience

Kristin spent more than a decade as a broadcast journalist in Washington, D.C., New York, Chicago, and Cleveland, regularly reporting from the White House and Capitol Hill. She later served for five years as marketing director of a Cleveland-based law firm, where she helped orchestrate the firm’s expansion from one office to three statewide.

Session 1 – Pleading and Proving Veil Piercing Under the 2025–2026 State Court Standards | 1:00pm – 2:00pm

This session examines the latest state court and Supreme Court developments governing how veil-piercing claims must be pleaded and proved in 2025 and 2026, with focused analysis of divergent statutory and common-law standards across Texas, Tennessee, New York, North Carolina, and the federal courts. Attorneys will learn how to distinguish entity-specific pathways, plead supporting facts rather than bare factors, and map corporate structures before filing. Participants will leave with a jurisdiction-by-jurisdiction framework for drafting veil-piercing allegations that survive motions to dismiss under current standards.

Break | 2:00pm – 2:10pm

Session 2 – Reverse Veil Piercing and Reaching Sister Entities in Judgment Enforcement | 2:10pm – 3:10pm

This session examines the doctrines of reverse veil piercing and horizontal (enterprise) liability as tools for reaching corporate affiliates and sister entities during post-judgment enforcement. Attorneys will work through the 2025 Second Circuit decision in Citibank v. Aralpa, the Supreme Court’s Dewberry ruling, and the Pennsylvania Supreme Court’s Mortimer enterprise liability framework to understand when and how these theories apply across key jurisdictions. Attendees will leave able to identify the correct theory for a given enforcement posture, navigate the charging-order exclusivity defense, and build a post-judgment discovery strategy to support reverse piercing claims.