Piercing the Corporate Veil After Mortimer v. McCool: Single Business Enterprise, Alter Ego Liability, and Practical Risk Management

Tod Northman, Partner | Tucker Ellis

Tod Northman is a seasoned business and corporate attorney with more than 30 years of experience counseling clients on complex commercial, transactional, and regulatory matters. He represents publicly traded and privately held companies nationwide, bringing pragmatic legal guidance and strong negotiation skills to high-stakes business deals and disputes. Tod’s practice spans corporate transactions, contract negotiation and interpretation, dispute resolution, mergers and acquisitions, and specialized industries such as aviation and autonomous vehicles.

Education & Credentials

• Tod earned his J.D., cum laude, from Case Western Reserve University School of Law, where he served as Articles Editor of the Law Review and was a moot court champion. He holds an M.A. from New York University and a B.A. from Portland State University, where he was student body president and a scholarship recipient. He is admitted to practice in Oregon, Washington, and Ohio, and before the U.S. Tax Court.

Recognition & Leadership

• Tod is widely respected for his deep industry knowledge and practical approach to legal challenges. His contributions extend beyond client work to thought leadership—he has authored and spoken extensively on aviation law, corporate liability, autonomous technology, and AI governance. He has also contributed to American Bar Association publications, reflecting his commitment to advancing the profession.

Professional Involvement

• An active member of the legal community, Tod engages in numerous professional and civic roles. He participates in industry and bar association events, frequently speaks at continuing legal education programs, and serves on organizational boards, reflecting his dedication to both legal excellence and community service.

Experience

• Throughout his career, Tod has guided clients through sophisticated business transactions and litigation risk assessments, with notable expertise in aviation and autonomous vehicles. He advises on aircraft acquisition and leasing, regulatory compliance with FAA and DOT requirements, corporate structure, and technology integration. His work also includes major real estate and multi-entity business deals, where strategic counsel and risk management are essential.

Edward T. Kang, Managing Member | Kang Haggerty

Edward T. Kang is an accomplished business litigation attorney and the managing member of Kang Haggerty LLC, where he represents clients in complex commercial disputes throughout Delaware Valley and beyond. Known for his courtroom experience, Mr. Kang regularly tries cases, including jury trials, and handles high-stakes litigation involving contract disputes, business torts, civil RICO, and fiduciary duty claims with strategic precision and tenacity.

Education & Credentials

• Mr. Kang earned his J.D. from Villanova University School of Law in 2001 and his B.A. in Management from Temple University in 1992. He is admitted to practice in Pennsylvania, New Jersey, and New York, as well as before the U.S. Supreme Court and various federal appellate courts. He also serves as a certified Panel Member of the American Arbitration Association for commercial litigation matters.

Recognition & Leadership

• Mr. Kang holds an AV Preeminent® rating from Martindale-Hubbell® and is recognized in the 2025 edition of Chambers USA for excellence in general commercial litigation in the Philadelphia region. He has been named to The Best Lawyers in America® (Philadelphia, Litigation – Construction) and repeatedly recognized by Pennsylvania Super Lawyers in business litigation, including earlier Rising Star honors. Mr. Kang also maintains a 10.0 AVVO rating, reflecting both peer respect and client confidence.

Professional Involvement

• Mr. Kang is active in legal and professional communities, including the Pennsylvania Bar Association, Philadelphia Bar Association, American Bar Association, National Asian Pacific American Bar Association, Pennsylvania Asian Pacific American Bar Association, and the National Association of Minority & Woman Owned Law Firms. He participates in continuing legal education presentations and contributes to industry discussions on commercial litigation topics.

Experience

• With more than two decades of litigation experience, Mr. Kang focuses on business disputes involving contract breaches, shareholder and partnership “business divorce” matters, unfair competition, tortious interference, and complex statutory claims like civil RICO. He has obtained significant verdicts and favorable settlements, and he guides clients through all phases of litigation, from negotiation to trial and appeal. His broader litigation practice includes internal investigations, trade secret litigation, antitrust, securities fraud, and insurance bad faith disputes, providing comprehensive representation for primarily plaintiffs.

I. Doctrinal Foundations of Veil-Piercing and Enterprise Liability | 1:00pm – 1:20pm

This section lays the groundwork by explaining what piercing the corporate veil actually means in real litigation—not just in theory. Attendees will learn how courts decide when to disregard the corporate form, what “alter ego” really requires, and how horizontal and vertical piercing expose parent companies, affiliates, and owners. The focus is on the practical elements judges care about—control, capitalization, commingling, and fairness—and how those issues show up in pleadings and discovery.

II. Mortimer V. McCool and the Evolution of Enterprise Liability | 1:20pm – 1:40pm

This segment breaks down Mortimer v. McCool in plain terms and explains why it matters beyond Pennsylvania. Participants will understand how the case reshaped the conversation around enterprise liability and when multiple affiliated entities may be treated as one. The discussion moves beyond the holding to explore how courts are applying—or limiting—Mortimer in real disputes, and what that means for both plaintiffs and defense counsel today.

III. Recent Federal and Appellate Trends in Veil-Piercing | 1:40pm – 2:00pm

Here, the program turns to recent cases, including Dewberry Group Inc. v. Dewberry Engineers Inc., to highlight how courts are currently analyzing affiliated-entity liability. Rather than reviewing cases abstractly, this section focuses on patterns: what arguments are working, what factual records are persuasive, and where courts are drawing the line. Attendees will see how veil-piercing issues arise in commercial disputes, bankruptcy proceedings, and judgment enforcement actions.

Break | 2:00pm – 2:10pm

IV. Comparative State Approaches to Enterprise and Alter Ego Liability | 2:10pm – 2:40pm

Not all states treat veil-piercing the same way. This section explains the key differences among major commercial jurisdictions and why forum choice can significantly affect exposure. Attendees will gain a working understanding of how standards vary, how LLCs are treated compared to corporations, and how those differences influence litigation strategy and risk assessment.

V. Operational Risk Management and Litigation Strategy | 2:40pm – 3:10pm

The final section shifts to prevention and response. Participants will learn how veil-piercing claims are built—from financial records to witness testimony—and how to spot red flags before litigation begins. The program also covers practical governance steps that help preserve liability protection and discusses how to respond once a claim is filed, including early dismissal strategies and narrative control. Attendees leave with clear, actionable guidance they can apply immediately in both transactional and litigation contexts.