Understanding the Corporate Veil: Strategies to Maintain and Pierce Limited Liability (2025 Edition)

Shahrokh Sheik
Lee Weinberg
Michael Alfera
Shahrokh Sheik | Weinberg Gonser, LLP
Lee Weinberg | Weinberg Gonser, LLP
Michael Alfera | Weinberg Gonser, LLP

On-Demand: December 13, 2024

2 hour CLE

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Program Summary

This program is designed to equip attorneys with critical insights into the complexities of piercing the veil of corporate entities such as Limited Liability Companies (LLCs) and Corporations. This session will explore key factors leading to veil-piercing claims, such as the alter ego doctrine, commingling of assets, and failure to observe corporate formalities. Attendees will learn the unique challenges faced by Single Member LLCs vs multiple member LLCs, strategies to maintain separation between owners, officers and the entity, and how courts differentiate between piercing the veil of different entity types. The course also covers litigation strategies for defending against veil-piercing claims, best practices for advising clients, and practical steps to structure companies and operations to minimize risks.

This course is co-sponsored with myLawCLE.

Key topics to be discussed:

  • Piercing the LLC Veil
  • Common Factors Leading to Veil Piercing
  • Piercing the Veil of Single Member LLCs (SMLLCs)
  • Veil Piercing in Multi-Member LLCs and Corporations: Risks and Complexities
  • Litigation Strategies: Defending Against Veil-Piercing Claims
  • Best Practices for Preventing Veil Piercing Claims

Closed-captioning available

Speakers

Shahrokh Sheik_FedBarShahrokh Sheik | Weinberg Gonser, LLP

Shahrokh Sheik is a business and intellectual property attorney serving as outside general counsel and litigation counsel for clients ranging from international corporations to start-ups and individuals in a variety of industries including entertainment, hospitality, cannabis, finance, e-commerce, advertising and more.

Shahrokh is dedicated to providing value to his clients and maintaining long term relationships. As such, he strives to identify their goals, objectives and constraints in order to facilitate business transactions and resolve disputes efficiently and effectively.

Prior to joining Weinberg Gonser, Shahrokh founded the business and intellectual property firm Kramer Holcomb Sheik LLP in 2012, and prior to that, he served as Counsel at Independent Film & Television Alliance (IFTA)- producer of the American Film Market (AFM). During law school, Shahrokh served as the President of Southwestern’s student government as well as the Associate Editor of the University’s Law Review. While obtaining his undergraduate degree from California State University, Long Beach, he served as the Vice President of the student government, President of the Sigma Phi Epsilon fraternity and Founder/President of the Law Society.

 

Lee Weinberg_FedBarLee Weinberg | Weinberg Gonser, LLP

Clients’ goals and needs are never “cookie-cutter”.

Lee Weinberg has helped a wide range of clients meet their personal, financial and business goals, including “Business Divorces”, first-time liquidity events, and domestic and international financings and transactions.

Clients know they can count on Lee for individually-tailored options, thoughtful and practical guidance, and creative solutions (as well as access to his broad network) as they navigate all manner of issues and situations.

 

Michael Alfera_FedBarMichael Alfera | Weinberg Gonser, LLP

As an Associate Attorney, Michael excels in devising winning arguments and case strategies for clients involved in business and commercial disputes on both sides of the ‘v.‘ Prior to working at Weinber Gonser, he worked as a judicial law clerk, first for the Los Angeles Superior Court and then for the Honorable Otis D. Wright II, District Judge in the District Court for the Central District of California. Working in the supporting role for multiple judges fostered Michael’s ability to analyze cases from a judicial standpoint, a perspective that is instrumental in obtaining positive results for the Firm’s clients.

Michael ranked #1 in his cohort at Southwestern Law School, and he was a member of the championship team at the 2018 Wagner Labor and Employment Law national moot court competition in New York City. Michael’s academic excellence and practical experience have forged a unique skill set that empowers him to navigate complex litigation challenges with confidence. His strategic mindset and comprehensive understanding of the state and federal court systems make him a formidable advocate for the interests of the Firm’s clients.

Michael is a classically trained pianist, composer, and conductor. He is the former accompanist for the Gay Men’s Chorus of Los Angeles and the founder of the L.A. Choral Lab, a local performing arts nonprofit dedicated to promoting the modern choral art form.

Agenda

I. Piercing the LLC Veil | 1:00pm – 1:20pm

  • Corporate veil piercing and its application to LLCs
  • Piercing the veil of corporations vs. LLCs
  • Recent trends by the Courts on Veil Piercing litigation

II. Common Factors Leading to Veil Piercing | 1:20pm – 1:40pm

  • The alter ego doctrine: What it means and how courts apply it
  • Commingling personal and business assets
  • Undercapitalization and its impact on veil-piercing risks
  • Failure to observe corporate formalities

III. Piercing the Veil of Single Member LLCs (SMLLCs) | 1:40pm – 2:00pm

  • Why SMLLCs face higher risks of veil-piercing claims
  • Strategies for maintaining separation between the member and the LLC
  • Proper documentation, contracts, and records that protect against veil piercing
  • Addressing and mitigating risk through operating agreement provisions

Break | 2:00pm – 2:10pm

IV. Veil Piercing in Multi-Member LLCs and Corporations: Risks and Complexities | 2:10pm – 2:30pm

  • Understanding how courts treat multi-member LLCs and corporations differently
  • Piercing the veil in closely held and family-owned LLCs
  • Liability risks when officers or managers fail to adhere to fiduciary duties
  • Using capital contributions and distributions to strengthen corporate integrity

V. Litigation Strategies: Defending Against Veil-Piercing Claims | 2:30pm – 2:50pm

  • How to challenge veil-piercing arguments during litigation
  • Identifying weaknesses in the plaintiff’s veil-piercing case
  • Using expert witnesses to defend the separation between the entity and its owners
  • Settlement considerations and avoiding adverse precedents
  • Practical considerations for advising clients before, during, and after litigation

VI. Best Practices for Preventing Veil Piercing Claims | 2:50pm – 3:10pm

  • How to structure operations to minimize the risk of veil piercing
  • Drafting governing documents that facilitate and create limited liability protections
  • Implementing internal policies for financial separation and proper capitalization
  • Risk management strategies, including insurance considerations and maintaining records of business decisions

Credits

Alaska

Approved for CLE Credits
2 General

Our programs are CLE-eligible through Alaska's recognition of multi-jurisdictional reciprocity.
Alabama

Pending CLE Approval
2 General

Arkansas

Approved for CLE Credits
2 General

Arizona

Approved for CLE Credits
2 General

California

Approved for CLE Credits
2 General

Colorado

Pending CLE Approval
2 General

Connecticut

Approved for CLE Credits
2 General

District of Columbia

No MCLE Required
2 General Hours

Delaware

Pending CLE Approval
2 General

Florida

Approved via Attorney Submission
2.5 General

Receive CLE credit in Florida via attorney submission.
Georgia

Approved for CLE Credits
2 General

Hawaii

Approved for CLE Credits
2.4 General

Iowa

Pending CLE Approval
2 General

Idaho

Pending CLE Approval
2 General

Illinois

Approved for Self-Study Credits
2 General

Indiana

Approved for Self-Study Credits
2 General

Kansas

Pending CLE Approval
2 Substantive

Kentucky

Pending CLE Approval
2 General

Louisiana

Pending CLE Approval
2 General

Massachusetts

No MCLE Required
2 General Hours

Maryland

No MCLE Required
2 General Hours

Maine

Pending CLE Approval
2 General

Michigan

No MCLE Required
2 General Hours

Minnesota

Approved for Self-Study Credits
2 General

Missouri

Approved for CLE Credits
2.4 General

Mississippi

Pending CLE Approval
2 General

Montana

Pending CLE Approval
2 General

North Carolina

Pending CLE Approval
2 General

North Dakota

Approved for CLE Credits
2 General

Our programs are CLE-eligible through North Dakota’s recognition of multi-jurisdictional reciprocity. Section 1, Policy 1.14
Nebraska

Pending CLE Approval
2 General

myLawCLE reports attendance to Nebraska on each attorney's behalf for all programs. Please do not self-report.
New Hampshire

Approved for CLE Credits
120 General

As of July 1, 2014, the NHMCLE Board no longer provides pre- or post-approval of courses. Attendees must self-determine whether a program is eligible for credit, and self-report their attendance online at www.nhbar.org, based on qualification provisions of Rule 53.
New Jersey

Approved for CLE Credits
2.4 General

Our programs are CLE-eligible through New Jersey's recognition of multi-jurisdictional reciprocity, except for the courses required under BCLE Reg. 201:2
New Mexico

Approved for Self-Study Credits
2 General

Nevada

Approved for Self-Study Credits
2 General

New York

Approved for CLE Credits
2.4 General

Our programs are CLE-eligible through New York’s Approved Jurisdiction Group “B”.
Ohio

Approved for Self-Study Credits
2 General

Oklahoma

Approved for Self-Study Credits
2.5 General

Oregon

Approved for Self-Study Credits
2 General

Pennsylvania

Approved for Self-Study Credits
2 General

Rhode Island

Pending CLE Approval
2.5 General

South Carolina

Pending CLE Approval
2 General

South Dakota

No MCLE Required
2 General Hours

Tennessee

Approved for Self-Study Credits
2 General

Texas

Approved for CLE Credits
2 General

Utah

Pending CLE Approval
2 General

Virginia

Not Eligible
2 General Hours

Vermont

Approved for CLE Credits
2 General

Washington

Approved via Attorney Submission
2 Law & Legal

Receive CLE credit in Washington via attorney submission.
Wisconsin

Approved for Self-Study Credits
2 General

West Virginia

Pending CLE Approval
2.4 General

Wyoming

Pending CLE Approval
2 General

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