Piercing the Corporate Veil: Single Business Enterprise Theory After the Mortimer Decision

Recording of a 90-minute CLE video webinar with Q&A

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Conducted on Thursday, November 18, 2021

Recorded event now available

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Course Materials

This CLE webinar will provide corporate counsel with guidance on piercing the corporate veil under the single business enterprise theory. The panel will address the increased potential liability for related businesses and the expanded circumstances under which the court may disregard the corporate form. The panel will discuss the implications of the Pennsylvania Supreme Court decision in Mortimer v. McCool.


Litigants in business disputes often look beyond the corporation to related entities as potential sources of liability and recovery. Related entities include subsidiaries, affiliates, shareholders, partners, owners, or directors.

A simultaneously ubiquitous and arcane doctrine, piercing the corporate veil is subject to extensive commentary and critique. While the Pennsylvania Supreme Court admitted that this is already "among the most confusing" areas of corporate law, its recent decision Mortimer v. McCool, Nos. 37 MAP 2020, 38 MAP 2020 (Pa. July 21, 2021) adds yet another layer of intricacy to this knotty enigma. With Mortimer, Pennsylvania has joined a growing number of jurisdictions that explicitly allow for the so-called enterprise theory of liability.

Counsel should be familiar with the court's five-point test for determining enterprise theory and be prepared to advise clients on maintaining operations with affiliates that provide a liability shield. Companies must address the Pennsylvania test of enterprise liability versus the California determination that liability is established as between two or more corporations under common ownership if one corporation is "but an instrumentality or conduit of another in the pursuit of a single business venture." Counsel must be aware of the difference in liability determination for enterprise theory and how it varies from an alter ego determination.

Listen as our expert panel discusses single business enterprise theory, corporate liability, and the best corporate governance practices to avoid a claim to "pierce the corporate veil." The panel will address the outcome of the Mortimer case and how Pennsylvania, California, and other states have applied the enterprise theory.



  1. Definitions
    1. Single business enterprise liability
    2. Piercing corporate veil
    3. Alter ego liability
  2. Mortimer v. McCool
  3. State interpretation of enterprise liability
    1. Pennsylvania
    2. California
    3. Other states


The panel will address these and other key topics:

  • What is the single business enterprise theory of corporate liability?
  • What is the history and outcome of the Mortimer v. McCool case?
  • How does enterprise theory liability vary from alter ego liability?
  • In what ways do California and Pennsylvania differ in their analysis of enterprise liability?


Gomez, Oscar
Oscar A. Gomez

Partner; Chair of the Litigation Practice Group
EPGD Attorneys at Law

Mr. Gomez’s practice focuses on business litigation, including but not limited to business and partnership...  |  Read More

Kang, Edward
Edward T. Kang

Managing Member
Kang Haggerty & Fetbroyt

Mr. Kang devotes his practice to business litigation and other litigation involving business entities. Rated AV...  |  Read More

Cronje, Anneke
Anneke Cronje


Ms. Cronje focuses her practice on representing corporate and individual clients in a wide variety of litigation...  |  Read More

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