Piercing the Single Member LLC


CLE Credits earned: 2 GEN

Single member limited liability companies are popular alternatives to corporations and sole proprietorships because they offer flexibility and protection from personal liability. Recent cases, however, have exposed members of single member LLCs in various states to personal liability in a variety of contexts. In this course, we will examine the factors courts consider in deciding to pierce the LLC veil to apply alter ego liability as well as strategies to avoid piercing.

This course is co-sponsored by with myLawCLE.

Key topics to be discussed:

•   Identify the key factors courts in treating a member as the alter ego of a single member LLC veil
•   Overview of recent trends in key jurisdictions like Texas, California, New York and Delaware
•   Describe strategies for drafting operating agreements and running the business to avoid the risk of veil piercing

Date / Time: October 2, 2018

•   2:00 pm – 4:00 pm Eastern
•   1:00 pm – 3:00 pm Central
•   12:00 pm – 2:00 pm Mountain
•   11:00 am – 1:00 pm Pacific

Choose a format:

•   Live Video Broadcast/Re-Broadcast: Watch Program “live” in real-time, must sign-in and watch program on date and time set above. May ask questions during presentation via chat box. Qualifies for “live” CLE credit.
•   On-Demand Video: Access CLE 24/7 via on-demand library and watch program anytime. Qualifies for self-study CLE credit. On-demand versions are made available 7 business days after the original recording date and are view-able for up to one year.


Elizabeth S. Fenton, Esq. is a partner in the Wilmington, DE office of Saul Ewing LLP. She helps established, start-up and emerging companies across numerous industries, including energy, health care and venture capital/private equity, address disputes that tend to escalate into litigation. This includes disagreements involving the direction and control of the business, protections against legal claims, financial responsibilities, and attempts to pierce the corporate and LLC veils.

Elizabeth serves as a judge pro tempore for the Commerce Program in Philadelphia Court of Common Pleas, where she assists in pre-trial dispute resolution efforts. Her trial experience includes cases before the Delaware Chancery Court, several Pennsylvania state and federal courts, as well as alternative dispute resolution tribunals. She also handles internal investigations, self-disclosures, and related proceedings before the Department of Justice, the Securities and Exchange Commission, the Commodity Futures Trading Commission, and the Federal Trade Commission.

Elizabeth is a graduate of Brown University and the University of Pennsylvania Law School. A longtime leader in the American Bar Association Section of Litigation, she currently serves as a member of the Young Litigator’s Task Force and the Strategic Planning Committee. She also is a Barrister in the Rodney American Inn of Court, Co-Chair of the Community Legal Services’ Leadership Council, Co-chair of the Philadelphia Bar Association Business Litigation Committee, and a Member of the Arts & Business Council of Greater Philadelphia.

Accreditation Policy
myLawCLE seeks accreditation for all programs in all states. (Accreditation for paralegals sought thru NALA and NFPA paralegal associations.) Each attending attorney/paralegal will receive a certificate of completion following the close of the CLE program as proof of attendance. In required states, myLawCLE records attorney/paralegals attendance, in all other states attorney/paralegal is provided with the approved CLE certificate to submit to their state bar or governing association.

Automatic MCLE Approvals
All myLawCLE CLE programs are accredited automatically either directly or via reciprocity in the following states: AK, AL, AR, CA, CO, CT, FL, GA, HI, ME, MO, MS, MT, ND, NH, NM, NJ, NY, PA, PR, SD, UT, WV, WY and VT. (AZ does not approve CLE programs, but accepts our certificates for CLE credit.)

Applied MCLE Approvals
myLawCLE seeks approval via application in all other states that are not automatically approved through myLawCLE’s state accreditation. (Some states may take up to 4 weeks to send in final accreditation, however attendees will receive accreditation according to the date the class was taken—the state of VA may take up to 12 weeks.)

Accreditation on Formats: Live Video Broadcasts, “Live” Re-Broadcasts and On-Demand CLEs

Live Video Broadcasts
Live video broadcasts are new live CLE programs being streamed and recorded for the first time. All of these programs qualify for “Live” CLE credit in all states except LA and PA—these two states require in-person attendance to qualify for “Live” CLE credit.

“Live” Re-Broadcasts
“Live” Re-broadcasts are replays of previous recorded CLE programs, set on a specific date and time and where the original presenting speakers calls in live at the end of the event to answer questions. This “live” element allows for “live” Re-broadcast CLEs to qualify for “Live” CLE credits in most states. [The following states DO NOT allow for “live” CLE credits on re-broadcast CLEs: NM and LA.]

On-Demand CLEs
On-demand CLE classes are available 24/7 via the myLawCLE portal. Attendance to these classes is monitored and recorded via our login process and a certificate of completion is issued upon the close of viewing the program. These CLEs can be viewed at anytime and only qualify for self-study CLE credits.

Many states allow for credit to be granted on a 1:1 reciprocal basis for courses approved in another mandatory CLE jurisdiction state. This is known as a reciprocity provision and includes the following states: AK, AR, CO, CT, FL, GA, ME, MO, MT, ND, NH, NJ, NY, PR, SD and WV. myLawCLE does not seek direct accreditation of live webinars or teleconferences in these states.

myLawCLE Credit Guarantee
Additionally, on all online CLE programs application for approval will be made in all states where attending attorneys are primarily licensed in. If a registered attorney does not receive credit from their state for any reason, a full refund will be granted.

Section I. Overview of the doctrine of veil piercing

Section II. Discussion of specific cases in the single-member LLC context

Section III. Recent trends in key jurisdictions

Section IV. Drafting tips and best practices for operating the single member LLC to avoid veil-piercing