This CLE program will review the circumstances under which stockholders, or officers, directors, members or partners, of a corporation, LLC or LLP can be held personally liable for debts owed by a business they own or operate, by (1) agreement (guarantee); (2) judicial decision, or (3) statute. The program will include a review of the judicial doctrines of piercing the corporate veil; breach of fiduciary duty upon insolvency; the corporate opportunity doctrine, and the duty of loyalty and fair dealing; and when there may be personal liability (a) under NY Business Corporation Law Sections 719 and 720; (b) to the IRS and NY State for fiduciary taxes/trust fund taxes (taxes withheld from employees’ wages such as income or social security taxes, which are required to be held in trust for US Treasury or NY State, or taxes collected from customers on sales, which are required to be held in trust for NY State); (c) the Fair Labor Standards Act (FLSA) &.or NY Business Corporation Law Section 630; (d) ERISA; and (e) the Lanham Act. Personal liability for violations of the federal WARN Act will also be reviewed.