3. Corporate personality

This chapter discusses the concept of personality. This fundamental principle of company law was established by the House of Lords in Salomon v Salomon & Co Ltd. However, there is a discretionary jurisdiction whereby, in a variety of circumstances, the court may disregard or pierce or lift the corporate veil and look to those controlling the entity.

Corporate Personality

10.1093/oso/9780198858874.003.0002 ◽

2021 ◽

pp. 37-47

Author(s):

Eva Micheler

Keyword(s):

Third Parties ◽

Company Law ◽

Organizational Boundaries ◽

Legal Personality ◽

Corporate Form ◽

Organizational Action ◽

To Come ◽

A Company ◽

This chapter discusses how separate legal personality can be explained as a solution developed by company law to address the problem that organizations are social rather than brute facts. For a company to come into existence, certain documents need to be registered. These contain information that facilitates the interaction between the company and third parties. Registration as a company then gives an organization a public legal manifestation. The Companies Act does not limit the corporate form to organizational action. The corporate form can therefore be used for other purposes and organizational boundaries do not align with legal personality. But this does not undermine the observation that company law is designed for the operation of organizations.

5. Corporate personality

10.1093/he/9780198870029.003.0005 ◽

2021 ◽

pp. 98-142

Author(s):

Derek French

Keyword(s):

Human Rights ◽

Court Cases ◽

Controlling Shareholder ◽

Legal Personality ◽

Legal Proceedings ◽

Personal Rights ◽

House Of Lords ◽

A Company ◽

This chapter deals with the legal personality of a company which is separate from its members, capable of owning property, entering into contracts and being a party to legal proceedings. It considers the case Salomon v A Salomon and Co Ltd [1897] AC 22, in which the House of Lords affirmed separate corporate personality by rejecting attempts, on behalf of creditors, to impose liability for a failed company’s debts on its controlling shareholder. The consequences of separate corporate personality are also discussed, particularly with respect to a company’s human rights (or personal rights). In addition, the chapter examines the process known as ‘piercing the corporate veil’ in relation to the evasion principle; how an artificial entity can have legal personality; and a number of particularly significant court cases. Finally, it looks at corporate law theory and considers whether companies are grammatically singular or plural.

5. Corporate personality

Mayson, French & Ryan on Company Law ◽

10.1093/he/9780198841517.003.0005 ◽

2019 ◽

pp. 102-146

Author(s):

Derek French

Keyword(s):

Human Rights ◽

Court Cases ◽

Controlling Shareholder ◽

Legal Personality ◽

Legal Proceedings ◽

Personal Rights ◽

House Of Lords ◽

A Company ◽

This chapter deals with the legal personality of a company which is separate from its members, capable of owning property, entering into contracts and being a party to legal proceedings. It considers the case Salomon v A Salomon and Co Ltd [1897] AC 22, in which the House of Lords affirmed separate corporate personality by rejecting attempts, on behalf of creditors, to impose liability for a failed company’s debts on its controlling shareholder. The consequences of separate corporate personality are also discussed, particularly with respect to a company’s human rights (or personal rights). In addition, the chapter examines the process known as ‘piercing the corporate veil’ in relation to the evasion principle; how an artificial entity can have legal personality; and a number of particularly significant court cases. Finally, it looks at corporate law theory and considers whether companies are grammatically singular or plural.

Part II Economic Regulation, 8 Multinational Group Liability and Directors’ Duties

Multinational Enterprises and the Law ◽

10.1093/law/9780198824138.003.0008 ◽

2021 ◽

Author(s):

Muchlinski Peter T

Keyword(s):

Multinational Enterprise ◽

Historical Analysis ◽

Company Law ◽

Economic Regulation ◽

Minority Shareholders ◽

Legal Form ◽

Legal Personality ◽

Corporate Groups ◽

Corporate Capital ◽

The Impact

This chapter addresses the impact of the multinational enterprise (MNE) group on company law, considering the themes of corporate control and liability. The existence of group enterprises challenges the basic legal characteristics of the corporation: separate legal personality; directors’ duties to the company; the integrity of corporate capital; and protection of shareholders against liability for corporate debts. Corporate legal separation also hides the underlying group enterprise, reducing accountability for group actions and impacting various classes of potential claimants. The chapter then offers a historical analysis of the corporate legal form as a regulatory device for transnational corporate groups. It looks at the limits of group liability towards voluntary and involuntary creditors in equity-based groups, and in contract-based transnational network enterprises. The chapter also discusses reforms that could enhance MNE group liability and examines the group liability of directors, covering protection of minority shareholders in subsidiaries and compensation of creditors on the insolvency of affiliates.

5. Corporate personality

Mayson, French & Ryan on Company Law ◽

10.1093/he/9780198797234.003.0005 ◽

2017 ◽

Author(s):

Derek French

Keyword(s):

Human Rights ◽

Court Cases ◽

Controlling Shareholder ◽

Legal Personality ◽

Legal Proceedings ◽

Personal Rights ◽

House Of Lords ◽

A Company ◽

This chapter deals with the legal personality of a company which is separate from its members, capable of owning property, entering into contracts and being a party to legal proceedings. It considers the case Salomon v A Salomon and Co Ltd [1897] AC 22, in which the House of Lords affirmed separate corporate personality by rejecting attempts, on behalf of creditors, to impose liability for a failed company’s debts on its controlling shareholder. The consequences of separate corporate personality are also discussed, particularly with respect to a company’s human rights (or personal rights). In addition, the chapter examines the process known as ‘piercing the corporate veil’ in relation to the evasion principle; how an artificial entity can have legal personality; and a number of particularly significant court cases. Finally, it looks at corporate law theory and considers whether companies are grammatically singular or plural.

5. Corporate personality

10.1093/he/9780198815105.003.0005 ◽

2018 ◽

Author(s):

Derek French

Keyword(s):

Corporate Law ◽

Court Cases ◽

Controlling Shareholder ◽

Legal Personality ◽

Legal Proceedings ◽

Personal Rights ◽

House Of Lords ◽

A Company ◽

This chapter deals with the legal personality of a company which is separate from its members, capable of owning property, entering into contracts and being a party to legal proceedings. It considers the case Salomon v A Salomon and Co Ltd [1897] AC 22, in which the House of Lords affirmed separate corporate personality by rejecting attempts, on behalf of creditors, to impose liability for a failed company’s debts on its controlling shareholder. The consequences of separate corporate personality are also discussed, particularly with respect to a company’s human rights (or personal rights). In addition, the chapter examines the process known as ‘piercing the corporate veil’ in relation to the evasion principle; how an artificial entity can have legal personality; and a number of particularly significant court cases. Finally, it looks at corporate law theory and considers whether companies are grammatically singular or plural.

Doing the Corporate Business with Piercing the Corporate Veil Doctrine: Indonesia, Us And Uk Perspective

Sociological Jurisprudence Journal ◽

10.22225/scj.3.2.1832.126-129 ◽

2020 ◽

Vol 3 (2) ◽

pp. 126-129

Author(s):

Ng Catharina Enggar Kusuma ◽

Fl. Yudhi Priyo Amboro

Keyword(s):

Comparative Law ◽

Company Law ◽

Parent Company ◽

Legal Basis ◽

Legal Research ◽

Legal Personality ◽

Corporate Groups ◽

Corporate Business ◽

Evident Relationship

The absence of piercing the corporate veil doctrine in the Indonesian company law shows that the subsidiaries of such corporate groups are considered a separate legal personality, hence it is probably almost impossible to held the parent company liable for its subsidiaries’ legal actions under any conditions. This research adopted a normative legal research with a comparative law study method. The goal of this research is describe the implementation of piercing the corporate veil doctrine in Indonesia, US and UK, then to make the points of contribution of this doctrine to be regulated properly in Indonesia. In fact, piercing the corporate veil doctrine is implemented in Indonesia, although there was not any normative legal basis of the doctrine itself, whereas in US and UK, the doctrine is implemented and further developed through precedents. Therefore, since there is an evident relationship between a parent company and its subsidiary, whereby in certain cases the parent company can and should be held liable for the acts of its subsidiary, there should be a more explicit regulation regarding both corporate groups and piercing the corporate veil doctrine.

Research on the Perfection of Disregard of Corporate Personality in Enforcement

Modern Economics & Management Forum ◽

10.32629/memf.v2i1.282 ◽

2021 ◽

Vol 2 (1) ◽

Author(s):

Pu Wang

Keyword(s):

Company Law ◽

Main Body ◽

Judicial Interpretation ◽

Legal Personality ◽

Judicial Practice ◽

The Common ◽

The One ◽

Disregard Of Corporate Personality ◽

Corporate Personality ◽

Personality System

China's current disregard of corporate personality system has several prominent problems in the mandatory enforcement procedures, such as different identification standards, difficulty in starting the enforcement procedures, and lack of supporting systems. Perfecting the application of the disregard of corporate personality system in the enforcement process can effectively alleviate the "execution difficulty" problem to a certain extent. In judicial practice, to solve the problem of difficult implementation of the main body of the company caused by the control of shareholders' abuse of the company's independent personality, on the one hand, it is necessary to improve China's company law and other related legal systems, formulate supporting standards, and incorporate the common circumstances of corporate legal personality denial into judicial interpretation. On the other hand, we should strictly grasp the scale in the execution procedure and deny the person who abuses the company's independent personality.

Culpability, Kingston and the Law Commission

The Journal of Criminal Law ◽

10.1350/jcla.2010.74.5.658 ◽

2010 ◽

Vol 74 (5) ◽

pp. 434-471 ◽

Cited By ~ 1

Author(s):

Cath Crosby

Keyword(s):

Justice System ◽

Criminal Liability ◽

Character Theory ◽

Criminal Offence ◽

Pragmatic Approach ◽

House Of Lords ◽

The Law ◽

Court Of Appeal ◽

Law Commission ◽

Do So

This article considers the basis upon which a person should be held to be criminally liable, and to do so, it is necessary to examine the leading theories of character and choice that underpin the State holding a person to be culpable of a criminal offence, i.e. the link between culpability and fault. The case of R v Kingston1 is used to examine the application of these leading theories and it is observed that choice theorists would not excuse such a defendant from criminal liability even though his capacity to make a choice to refrain from law breaking was made extremely difficult by external factors beyond his control. Only character theory could possibly offer exculpation in such circumstances on the basis that the defendant acted ‘out of character’ and his deed did not deserve the full censure and punishment of the criminal law. The Court of Appeal in R v Kingston would have been prepared to excuse, but the House of Lords, and most recently the Law Commission have adopted a pragmatic approach to the involuntarily intoxicated offender. This case serves as a reminder that while justice is the aim of the criminal justice system, it is not an absolute standard.