scholarly journals The Legal Measures against the Abuse of Separate Corporate Personality and Limited Liability by Corporate Groups

2017 ◽  
Keyword(s):  
Limited Liability ◽  
Corporate Groups ◽  
Corporate Personality

Risky Business: Enterprise Liability, Corporate Groups and Torts

2017 ◽  
Vol 8 (1) ◽  
pp. 54-77
Author(s):  
Glen Wright
Keyword(s):  
Common Law ◽  
Limited Liability ◽  
Corporate Law ◽  
Business Enterprise ◽  
Corporate Groups ◽  
Corporate Group ◽  
High Profile ◽  
Modern Era ◽  
Risky Business ◽  
Corporate Personality

AbstractCorporate personality and limited liability have been the foundations of corporate law for most of its modern history. While these concepts greatly contributed to the early development of corporations, their application in the modern era is outmoded. Nowhere is this clearer than in ‘risky business’ scenarios, where a subsidiary is constituted for the purpose of shielding the corporate group as a whole from tortious liability arising from risky or dangerous activities. Tort victims generally must rely on ineffective and inconsistent common law and tort law doctrines in order to seek redress for torts committed against them, and a number of high profile cases have highlighted the flaws in such approaches. Many corporate law and tort scholars have commented on these flaws and a literature has developed proposing rational alternatives. This paper presents the case for adopting ‘enterprise liability’ in risky business situations, that is, treating the companies within a corporate group as one unified enterprise for the purposes of compensating tort victims.

3. Registration

2021 ◽  
pp. 35-64
Author(s):  
Derek French
Keyword(s):  
Limited Liability ◽  
Public Disclosure ◽  
Public Companies ◽  
Registration Process ◽  
Registration Procedure ◽  
Registered Office ◽  
Private And Public ◽  
A Company ◽  
Corporate Personality

This chapter discusses the process of registration for the incorporation of companies under the Companies Act 2006. It considers the distinction between private and public companies, the meaning of limited liability and the significant characteristics of the company created by the registration procedure at Companies House, such as a company’s separate corporate personality (which is highly artificial), its members, shareholding, directors, secretary, name, constitution and its registered office and domicile. To deter misuse of companies, the registration process involves disclosing much information about a company which is then available for public inspection. This process of public disclosure continues throughout a company’s existence.

3. Lifting the veil

Company Law ◽  
2020 ◽  
pp. 29-50
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Limited Liability ◽  
Recent Case ◽  
Personal Injury ◽  
Costs And Benefits ◽  
The Core ◽  
The Subject ◽  
The Veil ◽  
Group Structures ◽  
Case Development ◽  
Corporate Personality

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter discusses ‘lifting the veil’, a phrase that refers to situations where the judiciary or the legislature have decided that the separation of corporate personality from the members must not be maintained. In this case, the veil of incorporation is said to be lifted. ‘Lifting’ is also known as ‘peeping’, ‘penetrating’, ‘piercing’, or ‘parting’. The chapter presents statutory examples of veil lifting, many of which involve corporate group structures and others involve straightforward shareholder limitation of liability issues. It also considers cases of veil lifting by the courts as well as classical veil lifting during the periods of 1897 to 1966, 1966 to 1989, and 1989 to the present. Three cases are highlighted: Adams v Cape Industries (1990), Chandler v Cape Plc (2012), and Prest v Petrodel Industries Ltd (2013) as well as important recent case development. The chapter also examines claims of tortious liability, the liability of a parent company for personal injury, and commercial tort. Finally, it looks at the costs and benefits of limited liability.

2. Companies and Corporate Personality

2020 ◽  
pp. 4-32
Author(s):  
Imogen Moore
Keyword(s):  
Limited Liability ◽  
Legal Person ◽  
Public And Private ◽  
Questions And Answers ◽  
The Veil ◽  
Legal Forms ◽  
The Uk ◽  
A Company ◽  
Corporate Personality

The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter considers the main legal forms used for businesses in the UK—particularly sole traders, general partnerships, limited liability partnerships (LLPs), and companies (public and private). It then examines how registered companies limited by shares come into existence. On registration a company becomes a legal person, separate from its shareholders and directors. This chapter explores this ‘corporate personality’ and the popular topic of when the ‘veil of incorporation’ can be lifted or pierced by statute or the courts.

2. Companies and Corporate Personality

2016 ◽  
Author(s):  
Imogen Moore
Keyword(s):  
Limited Liability ◽  
Legal Person ◽  
Questions And Answers ◽  
The Veil ◽  
Legal Forms ◽  
The Uk ◽  
A Company ◽  
Corporate Personality

The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter considers the main legal forms used for businesses in the UK— particularly sole traders, general partnerships, limited liability partnerships (LLPs) and companies. It then examines how registered companies limited by shares come into existence. On registration a company becomes a legal person, separate from its shareholders and directors. This chapter explores this ‘corporate personality’ and the popular topic of when the ‘veil of incorporation’ can be lifted or pierced by statute or the courts.

2. Corporate personality and limited liability

Company Law ◽  
2020 ◽  
pp. 14-28
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Small Businesses ◽  
Limited Liability ◽  
Company Law ◽  
Historical Background ◽  
The Core ◽  
Corporate Form ◽  
The Subject ◽  
Corporate Personality ◽  
Over Time

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter deals with corporate personality and limited liability, two concepts that form the core of company law. It begins with a short historical background on how the process of corporatisation through charters evolved over time, including the emergence of the use of trust as an instrument to confer many of the privileges of incorporation. It then considers the case Salomon v Salomon & Co (1897) which decided on the legitimacy of small businesses with a corporate form, and offers some other good examples of the consequence of separate personality. The chapter also discusses the rights of members and shareholders with respect to ownership of the corporation, focusing on dispersed shareholdings and close companies.

Research of Legislation and Practice for Piercing the Corporate Veil under New Companies Act in China

2012 ◽  
Vol 488-489 ◽  
pp. 1243-1247
Author(s):  
Guang Shu Gu
Keyword(s):  
Burden Of Proof ◽  
Limited Liability ◽  
Company Law ◽  
Judicial Interpretation ◽  
Judicial Practice ◽  
Corporate System ◽  
Legitimate Interests ◽  
Piercing The Corporate Veil ◽  
Corporate Personality

Pierce the corporate veil rules together with the company's independent personality constitutes a complete, rigorous corporate system. Pierce the corporate veil rules as part of a corporate system, and improve its position in the supplement, which is the balance between corporate interests of shareholders and creditors of the company's results. Pierce the corporate veil rules apply to particular legal relationship, it is by denying the company's independent personality behind the company investigated for abuse of corporate personality and limited liability of shareholders independent of the liability of shareholders. Make up the deficiencies inherent in the corporate system to protect the legitimate interests of creditors of the company. Pierce the corporate veil in order to achieve the value of the rules of fairness and justice, our country should be based on the theory from abroad. With China's judicial practice, judicial interpretation and give full play to the role of a typical case, a reasonable allocation of the burden of proof. Prudential rules applicable to pierce the corporate veil and do advance prevention. Try to avoid piercing the corporate veil applies the rules to further improve the new company law in China under the rule of piercing the corporate veil.

3. Registration

2019 ◽  
pp. 39-68
Author(s):  
Derek French
Keyword(s):  
Limited Liability ◽  
Public Companies ◽  
Registration Procedure ◽  
Registered Office ◽  
Private And Public ◽  
A Company ◽  
Corporate Personality

This chapter discusses the process of registration for the incorporation of companies under the Companies Act 2006. It considers the distinction between private and public companies, the meaning of limited liability and the significant characteristics of the company created by the registration procedure (separate corporate personality, members, shareholding, directors, secretary, name, constitution and a registered office and domicile). The chapter discusses re-registration as a means of altering a company.

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