scholarly journals The Fundamental Need of Reform in Company Law in England: Parent Company’s Liability for Debt of Insolvent Subsidiary

2020 ◽  
Vol 4 (2) ◽  
pp. 151
Author(s):  
Yining Long
Keyword(s):  
Limited Liability ◽  
Company Law ◽  
Parent Company ◽  
Potential Harm ◽  
Original Intention ◽  
Enterprise Groups ◽  
Rights And Interests ◽  
The Veil ◽  
Actual Control

Based on the fact that the parent company has actual control over the subsidiary company, this paper analyzes the possibility of the parent company using the subsidiary company to seek benefits and damage the interests of creditors. Moreover, under the intangible protection of the current limited liability system and the independent personality of the company, it can “retreat”. This is undoubtedly against the original intention of the establishment of enterprise groups and has great potential harm to creditors. In addition, on the basis of the relief measures for the rights and interests of the parent company caused by the bad behavior of the subsidiary, the legal defects that should be carefully considered are determined. Considering whether there are other remedies that may have the same effect as disclosure, some are more moderate than disclosure. With Britain’s strong caution about lifting the veil, a more moderate direction could be considered.

3. Lifting the veil

2016 ◽  
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Limited Liability ◽  
Parent Company ◽  
Personal Injury ◽  
Costs And Benefits ◽  
Corporate Group ◽  
The Core ◽  
The Subject ◽  
The Veil ◽  
Group Structures ◽  
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: Creasey v Breachwood Motors Ltd (1993), Ord v Belhaven Pubs Ltd (1998), and Trustor AB v Smallbone (No 2) (2001). 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.

3. Lifting the veil

2018 ◽  
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Limited Liability ◽  
Parent Company ◽  
Personal Injury ◽  
Costs And Benefits ◽  
Corporate Group ◽  
The Core ◽  
The Subject ◽  
The Veil ◽  
Group Structures ◽  
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). 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.

scholarly journals PROGRESIFITAS HUKUM PENGEMBALIAN DEVIDEN SAHAM INTERIM PERSEROAN TERBATAS PADA UUPT NO.40 TAHUN 2007

2021 ◽  
Vol 5 (1) ◽  
pp. 1
Author(s):  
Bella Mutiara Wahab
Keyword(s):  
Board Of Directors ◽  
Research Method ◽  
Stock Exchange ◽  
Limited Liability ◽  
Company Law ◽  
Limited Liability Company ◽  
Conceptual Approach ◽  
Dividend Distribution ◽  
The Board Of Directors ◽  
Annual Book

AbstractProgressive law must place the law in a very close position with the law's community or stakeholders. This position is called responsive, progressive law and is always associated with stakeholders' reality and needs to create justice and happiness as law aspired itself. Also, progressive law emphasizes social integration to overcome public moral insularity.Starting from the viewpoint of progressive law, the author looks at the laws and regulations that discuss the return of interim dividends as stated in the Limited Liability Company Law No. 40 of 2007, article 72, article 72 states that companies allow rules related to dividend distribution in a temporary (interim) way. The article is then interpreted as that if the company has positive profits, the company is allowed to distribute dividends before the company closes the book at the end of the year, provided that the board of directors officially announces the distribution with the approval of the GMS that the positive profits obtained by the company before closing the book will come as dividends interim. As a result, the company competes to distribute interim dividends to increase and show its credibility to investors. It was recorded on the Indonesian stock exchange (IDX) that in September 2020, 73 companies distributed interim dividends.However, article 72 paragraph 5 of the Limited Liability Company Law No. 40 of 2007 explains that if after the company distributes interim dividends to shareholders and at the end of the closing of the annual book the company suffers a loss, the shareholders must return the dividends they have received. If the shareholder does not return it, the directors and commissioners are jointly responsible for covering the company's losses.This viewpoint is the basis for finding the location of the value and form of legal progressivity regarding the mechanism of interim share dividends in limited liability companies as stated in UUPT No.40 of 2007 Article 72 using a normative research method with a conceptual approach. 

Gestaltungsfreiheit im ungarischen GmbH-Recht

2021 ◽  
Author(s):  
Leszek Dziuba
Keyword(s):  
Case Studies ◽  
Legal History ◽  
Regulatory Authority ◽  
Limited Liability ◽  
Individual Case ◽  
Company Law ◽  
Reference Points ◽  
Legal Doctrine ◽  
Open Questions ◽  
Internal Relationships

Contractual freedom in company law determines the extent to which shareholders can regulate the internal relationships in their company in accordance with their own needs. The Hungarian approach to company law of 2013 promises innovative and practical formulations of the articles of association, especially for limited liability companies. However, the fundamental content and concrete scope of self-regulatory authority raises a multitude of open questions. With the help of legal history, legal doctrine and individual case studies, the author of this book attempts to create legal clarity and to provide practice with legally secure reference points. The work is aimed at both academics and practitioners.

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.

7. Limited companies—an introduction

2020 ◽  
pp. 39-44
Author(s):  
J. Scott Slorach ◽  
Jason Ellis
Keyword(s):  
Small Business ◽  
Company Law ◽  
Legal Personality ◽  
Legal Position ◽  
The Veil

This chapter considers the legal position of limited companies. Many businesses are run by limited companies. These range from international conglomerates to companies owned by one person running a small business. The discussions cover the concept of the company; sources of company law; registration; types of registered company; the company as a separate legal personality; and lifting the veil of incorporation.

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.

7. Creditors

2020 ◽  
pp. 223-260
Author(s):  
Paul Davies
Keyword(s):  
Limited Liability ◽  
Creditor Protection ◽  
Company Law ◽  
Going Concern ◽  
Wrongful Trading ◽  
Ex Ante ◽  
Mandatory Rules ◽  
The Creation ◽  
The Law

Because of limited liability, creditor protection has always been a feature of company law. Large creditors can contract ex ante for customised protection and the law facilitates this in various ways, notably by the creation of the floating charge. Non-adjusting creditors require the protection of mandatory rules, at least in some situations. Creditor protection in relation to companies in the vicinity of insolvency is now well established, not only through ‘wrongful trading’ but also via transaction invalidity rules and directors’ disqualification. For going-concern companies the emphasis is on rules restricting the shifting assets to shareholders via distributions and associated rules relating to the maintenance of capital.

scholarly journals KEBERADAAN PEMEGANG SAHAM DALAM RUPS DENGAN SISTEM TELECONFERENCE TERKAIT JARINGAN BERMASALAH DALAM PERSPEKTIF CYBER LAW

2015 ◽  
Vol 4 (1) ◽  
Author(s):  
Ni Ketut Supasti Dharmawan
Keyword(s):  
Limited Liability ◽  
General Meeting ◽  
Company Law ◽  
Limited Liability Company ◽  
Legal Subject ◽  
Network Problem ◽  
Network Problems ◽  
Cyber Law ◽  
Internet Network ◽  
Legal Right

In Indonesia, the General meeting of Shareholder through teleconference mechanism can be conducted under the provision of Article 77 of Law No. 40 of 2007 concerning Limited Liability Company. This teleconferencing mechanism allows all participants to see and to hear each other as well as  to participate in the teleconference meeting. There is legal vacuum with regard to position of shareholders in the General Meeting by teleconference mechanism, especially in the case of network problems. However, by analogy with the legal construct of the provisions of Article 90 of the Company Law can be stated that the position of shareholders continues to be recognized as a legal subject who has legal right and has valid votes counted even if the minutes of the meeting have not been signed electronically because internet network problem as long as treatise or the minute of General Meeting of shareholders is made by notarial deed and shall be signed by the Notary who made the deed.

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