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Be Careful Before Relying on the Common Interest Doctrine
The Legal Intelligencer
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Legal Intelligencer: Piercing the Corporate Veil of LLCs Under Pennsylvania Law
Piercing the veil of limited liability companies (LLCs) allows a court to disregard the separate corporate personality of the company and its member(s) to reach the assets of the members and hold them liable for all or part of the LLC’s debts under Pennsylvania law.
In the September 3, 2020 edition of The Legal Intelligencer Edward T. Kang, managing member of KHF wrote “Piercing the Corporate Veil of LLCs Under Pennsylvania Law.”
Piercing the veil of limited liability companies (LLCs) allows a court to disregard the separate corporate personality of the company and its member(s) to reach the assets of the members and hold them liable for all or part of the LLC’s debts under Pennsylvania law. Previously, I’ve written on the general substantive and procedural requirements of piercing the corporate veil of an entity and alter ego jurisdiction over corporate groups. This column addresses the Pennsylvania law on the doctrine of piercing the corporate veil as applied to LLCs.
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NAMWOLF CLE: Next-Level ADR — The Future is Now for Arbitration in Complex Cases
Please join KHF Managing Member Edward T. Kang (panelist) and Member Kandis L. Kovalsky (moderator) for an upcoming CLE, Next-Level ADR — The Future is Now for Arbitration in Complex Cases, during the NAMWOLF Virtual Annual Meeting, on September 16, 2020 from 4:00-5:00 PM ET.
The notable reasons for taking the arbitration route as opposed to heading to the Courthouse have only been exacerbated in recent months. We’ve seen what technology can (and can’t) do, what happens when the courthouse calendar gets further backlogged, and resources are slim. Where is arbitration heading in the legal profession?
Edward and Kandis will be joined by fellow panelists Nelson C. Bellido, Managing Partner of ROIG Lawyers in Miami, Florida; Marcus Wester, Senior Litigation Counsel, Harley-Davidson Motor Company; and Ingeuneal C. Gray, VP, Commercial Division, American Arbitration Association.
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Donner, Mathews, Kovalsky Recognized in 27th Edition of The Best Lawyers in America©
Kang Haggerty & Fetbroyt LLC is pleased to announce that three of the firm’s attorneys have been selected for inclusion in The Best Lawyers in America© 2021. Congratulations to Henry J. Donner, Gregory H. Mathews and Kandis L. Kovalsky.
For Donner, Of Counsel, this is his 10th consecutive year on the Best Lawyers list. Mathews, also Of Counsel to the firm, is listed for the fourth year in a row. Kovalsky, one of KHF’s newest members, is included in the inaugural edition of the Best Lawyers: Ones to Watch for Commercial Litigation.
Attorneys were recognized in the following practice areas for Philadelphia, Pennsylvania:
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Tianna Kalogerakis on CLE Panel for Professional Inclusion
On Monday, August 24th KHF Associate Tianna Kalogerakis joins Judge Ann M. Butchart, Anjelica Hendricks, Stephen Kulp and Jennifer Coatsworth to present a CLE on professional inclusion. The CLE, Professional Inclusion: Sexual Orientation, Gender Identity and Rule 8.4(G), Prohibiting Discrimination “In The Practice of Law,” will address the June 8, 2020 Pennsylvania Supreme Court ruling, diversity training on the same and a lawsuit recently filed to prevent its implementation. The CLE is moderated by Amanda J. Dougherty and is co-hosted by the Philadelphia LGBTQ Bar Association and the Barristers Association of Philadelphia. 50% of the proceeds will be donated to the National Black Justice Coalition.
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Legal Intelligencer: Civil RICO and Proximate Cause: A Tool for Defendants and Challenge for Plaintiffs
A recent decision out of the U.S. District Court for the Eastern District of Michigan underscored the RICO “proximate cause” inquiry highlighting yet another, often overlooked, complexity in litigating such cases.
In the July 23, 2020 edition of The Legal Intelligencer Edward T. Kang, managing member of KHF wrote “Civil RICO and Proximate Cause: A Tool for Defendants and Challenge for Plaintiffs.”
In March 2018, I authored a column on civil RICO claims brought under 18 U.S.C. Section 1962(a) and (b). In that space, I explained the complexity of those sections within RICO cases. A recent decision out of the U.S. District Court for the Eastern District of Michigan underscored the RICO “proximate cause” inquiry highlighting yet another, often overlooked, complexity in litigating such cases.
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The Washington Post gets Edward Kang’s take on Washington NFL Internal Review process
In the July 23, 2020 edition of The Washington Post, national sports reporter Adam Kilgore gets Edward Kang’s take on how can the Washington NFL team’s internal review be independent? Legal experts weigh in..
An inherent question looms over the Washington NFL team’s investigation of its workplace culture: If owner Daniel Snyder is paying the law firm tasked with inspecting his franchise, how can the ensuing report be considered independent, as Snyder insists it will be?
The article centers on Snyder’s hiring of D.C. attorney Beth Wilkinson to conduct an internal review of the team’s culture, in the aftermath of a Post report about 15 women who alleged sexual harassment while working for the franchise.
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Legal Intelligencer: The Future of Business Contracts Post-COVID-19
While it is likely that businesses will think to add force majeure clauses to future contracts, there is also reason to believe the specific language of these clauses could be modified. Likewise, there are other changes to be expected in post-pandemic contracts.
In the July 2, 2020 edition of The Legal Intelligencer Edward T. Kang, managing member of KHF wrote “The Future of Business Contracts Post-COVID-19.”
Recently, I authored a column on force majeure clauses. In that space, I explained how many businesses have recently been turning to force majeure clauses in their contracts for protection in light of the COVID-19 pandemic. While it is likely that businesses will think to add force majeure clauses to future contracts, there is also reason to believe the specific language of these clauses could be modified. Likewise, there are other changes to be expected in post-pandemic contracts.
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Legal Intelligencer: Piercing the Corporate Veil of Corporate Groups to Establish Alter Ego Jurisdiction
When nonresident members of a corporate group, usually the parent company, should expect to be subjected to the jurisdiction of Pennsylvania courts when one of the entities, usually the subsidiary, is based or does business in the state.
In the June 18, 2020 edition of The Legal Intelligencer Edward T. Kang, managing member of KHF wrote “Piercing the Corporate Veil of Corporate Groups to Establish Alter Ego Jurisdiction.”
Last June, in this space, I authored a column about Pennsylvania law on substantive and procedural aspects of piercing the corporate veil of companies to reach the assets of their shareholders or the assets of a parent company in corporate groups. In early January 2020, I wrote a column about the development of Pennsylvania law on establishing personal jurisdiction over registered nonresident businesses since the Supreme Court’s decisions in. In this case, I address the intersection of those two related columns in cases involving corporate groups. That is, when nonresident members of a corporate group, usually the parent company, should expect to be subjected to the jurisdiction of Pennsylvania courts when one of the entities, usually the subsidiary, is based or does business in the state.
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COVID-19 UPDATES: An Introduction to PPP Flex Act
On June 5, 2020, the Paycheck Protection Program Flexibility Act of 2020 (“PPP Flex”) was signed into law. PPP Flex was designed to limit some of the restrictions and provide clarification for the original Paycheck Protection Program (“PPP”).
Notably, PPP Flex grants borrowers additional time to incur costs that count towards PPP loan forgiveness, reduces the portion of cost that must be allocated to payroll cost, and provides additional exemption from the Coronavirus Aid Relief, and Economic Security Act (the CARES Act”), the legislation that authorized PPP.
The CARES Act provides that some or all of the borrower’s PPP loan maybe forgiven based on the cost and payments made during what is called the “Cover Period.” The Cover Period begins when the PPP loan is disbursed or, if the borrower elects, from the start of the first regular payroll after the PPP loan is first disbursed. The Cover Period was originally set to be eight (8) weeks; however, under the PPP Flex, the Cover Period may be extended to the earlier of twenty-four (24) weeks after the loan origination or December 31, 2020. Nothing precludes an existing PPP loan borrower from using the original 8-week Cover Period. Under PPP Flex, the percentage that the borrower must use for payroll costs to be eligible for forgiveness was reduced. With the SBA’s final interim rule setting the percentage at 75%, legislators have reduced the amount to 60%, such that now 40% of the loan may be used (during the Cover Period) for certain permitted non-payroll costs such as mortgage interest, rent and utilities. PPP Flex also extends the original 6-month deferral period to up to 10 months after the applicable Covered Period, and extends the maturity date of unforgiven portions of the loans to five (5) years from the date of the forgiveness application.