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3 Lifting the Veil
3 Lifting the veil SUMMARY Introduction Statutory examples Veil lifting by the courts Classical veil lifting, 1897–1966 The interventionist years, 1966–1989 Back to basics, 1989–present Tortious liability Parent company personal injury tortious liability Commercial tort The costs/bene? ts of limited liability Introduction 3.1 You may not unnaturally wonder at this point what the phrase ‘lifting the veil’ is about. It refers to the situations where the judiciary or the legislature have decided that the separation of the personality of the company and the members is not to be maintained. 7 e veil of incorporation is thus said to be lifted. 7 e judiciary in particular seem to love using unhelpful metaphors to describe this process. In the course of reading cases in this area you will fi nd the process variously described as ‘lifting’, ‘peeping’, ‘penetrating’, ‘piercing’ or ‘parting’ the veil of incorporation. In a nutshell, having spent the whole of the last chapter emphasising the separateness of corporate personality, we now turn to those situations where for various reasons that separateness is not maintained. BBookook 77a.indba.indb 3311 88/14/2008/14/2008 99:08:31:08:31 PPMM 32 | Lifting the veil 3.2 While some of the examples of veil lifting involve straightforward shareholder lim- itation of liability issues many of the examples involve corporate group structures. As businesses became more adept at using the corporate form, group structures began to emerge. For example Z Ltd (the parent or holding company) owns all the issued share capital in three other companies—A Ltd, B Ltd and C Ltd. -
University of Huddersfield Repository
University of Huddersfield Repository Mendelsohn, James Still "the unyielding rock"? A critical assessment of the ongoing importance of Salomon V Salomon & Co LTD[1897] AC 22 in the light of selected English company law cases Original Citation Mendelsohn, James (2012) Still "the unyielding rock"? A critical assessment of the ongoing importance of Salomon V Salomon & Co LTD[1897] AC 22 in the light of selected English company law cases. Masters thesis, University of Huddersfield. This version is available at http://eprints.hud.ac.uk/id/eprint/23331/ The University Repository is a digital collection of the research output of the University, available on Open Access. Copyright and Moral Rights for the items on this site are retained by the individual author and/or other copyright owners. Users may access full items free of charge; copies of full text items generally can be reproduced, displayed or performed and given to third parties in any format or medium for personal research or study, educational or not-for-profit purposes without prior permission or charge, provided: • The authors, title and full bibliographic details is credited in any copy; • A hyperlink and/or URL is included for the original metadata page; and • The content is not changed in any way. For more information, including our policy and submission procedure, please contact the Repository Team at: [email protected]. http://eprints.hud.ac.uk/ STILL ―THE UNYIELDING ROCK?‖ A CRITICAL ASSESSMENT OF THE ONGOING IMPORTANCE OF SALOMON V SALOMON & CO LTD [1897] AC 22 IN THE LIGHT -
645KB***Revisiting the Alter Ego Exception in Corporate Veil Piercing
(2015) 27 SAcLJ Alter Ego Exception in Corporate Veil Piercing 177 REVISITING THE ALTER EGO EXCEPTION IN CORPORATE VEIL PIERCING The seminal decision of the UK Supreme Court in Prest v Petrodel Resources Ltd [2013] 3 WLR 1 (“Prest”) has clarified the law on corporate veil piercing by (a) jettisoning vague phrases such as “justice of the case” and metaphors such as “sham” or “façade” that had hitherto characterised English jurisprudence in this area; and (b) re-categorising earlier English cases under two underlying principles – the concealment principle and the evasion principle. In the aftermath of Prest, the question that ought to be raised in Singapore is whether the local jurisprudence on corporate veil piercing should likewise be re-examined since the earlier Singapore cases have also relied heavily on metaphors and platitudinous phrases; in particular, there is a need to confront the problem of apparently inconsistent judicial statements that seem to categorise the alter ego doctrine as a separate ground for corporate veil piercing. To the extent that this is so, the post-Prest English position and the Singapore position as set out in the decision of the Court of Appeal in Alwie Handoyo v Tjong Very Sumito [2013] 4 SLR 308 (which did not have the opportunity to consider the decision in Prest) appear to be divergent. This article discusses four alternative ways that this perceived inconsistency may be resolved. Moving forward, it is suggested that metaphors such as “sham” or “façade” be eschewed and the principled approach espoused in Prest be adopted instead. YEO Hwee Ying* LLB (Singapore), LLM (London); Associate Professor, Faculty of Law, National University of Singapore. -
Judging Corporate Law II May 31St 2013 University of Pennsylvania
Judging Corporate Law II May 31st 2013 University of Pennsylvania Law School Organized and moderated by John Armour (Oxford) and Edward Rock (Penn Law) 9.00 am Registration and Coffee 9.30 am Welcome PROFESSOR MICHAEL A. FITTS Dean and Bernard G. Segal Professor of Law, University of Pennsylvania Law School 9.45am Capital Structure I: Legal Capital: What are the constraints on redemption of redeemable shares? How are these constraints imposed, and to what extent may parties modify them by contract? How are questions of valuation of corporate assets approached for the purposes of applicability of these constraints? Barclays Bank plc v British & Commonwealth Holdings plc [1996] 1 BCLC 1 SV Investment Partners LLC v Thoughtworks Inc, (Del. 2011) CHIEF JUSTICE STEELE MR JUSTICE HILDYARD Delaware Supreme Court High Court, Chancery Division 10.45am Capital Structure II: Exchange Offers: What degree of coercion, if any, is it permissible to introduce into an exchange offer to bondholders, in order to overcome hold-out objections? How do/should courts review such offers? Katz v Oak Industries, Inc, 508 A.2d 873 (Del. Ch. 1986) Asseìnagon Asset Management SA v Irish Bank Resolution Corp [2012] EWHC 2090 (Ch), [2013] 1 All ER 495 MR JUSTICE BRIGGS CHANCELLOR STRINE High Court, Chancery Division Delaware Court of Chancery 11.45pm Coffee 12.00pm Piercing the Corporate Veil: What is understood by “piercing the corporate veil”? Is there a judicial power to do this in appropriate circumstances? If so, what do such circumstances look like? Midland Interiors Inc v Burleigh 2006 WL 3783476 (Del. Ch. -
Piercing the Corporate Veil in Finland a Multijurisdictional Study Aimed at Developing the Finnish Piercing Doctrine Acta Electronica Universitatis Lapponiensis 276
ACTA ELECTRONICA UNIVERSITATIS LAPPONIENSIS 276 KÄRKI KÄRKI Anssi Kärki Piercing the Corporate Veil in Finland A Multijurisdictional Study Aimed at Developing the Finnish Piercing Doctrine Acta electronica Universitatis Lapponiensis 276 ANSSI KÄRKI Piercing the Corporate Veil in Finland – A Multijurisdictional Study Aimed at Developing the Finnish Piercing Doctrine Academic dissertation to be publicly defended with the permission of the Faculty of Law at the University of Lapland in LS2 on 13 March 2020 at 12 noon. Rovaniemi 2020 University of Lapland Faculty of Law Supervised by: Professor emeritus Juha Karhu, University of Lapland Professor Tuula Linna, University of Helsinki Reviewed by: Professor Vesa Annola, University of Vaasa Professor Hanne Søndergaard-Birkmose, Aarhus University Opponent: Professor Vesa Annola, University of Vaasa Copyright: Anssi Kärki Layout: Taittotalo PrintOne Cover: Communications and External Relations, University of Lapland Acta electronica Universitatis Lapponiensis 276 ISBN 978-952-337-193-4 ISSN 1796-6310 URN: http://urn.f/URN:ISBN:978-952-337-193-4 Table of Contents Table of Charts and Figures ...........................................................................................................................................................VIII Foreword ........................................................................................................................................................................................................................IX Summary .......................................................................................................................................................................................................................XI -
JUDGMENT Prest (Appellant) V Petrodel Resources Limited and Others
Trinity Term [2013] UKSC 34 On appeal from: [2012] EWCA Civ 1395 JUDGMENT Prest (Appellant) v Petrodel Resources Limited and others (Respondents) before Lord Neuberger, President Lord Walker Lady Hale Lord Mance Lord Clarke Lord Wilson Lord Sumption JUDGMENT GIVEN ON 12 June 2013 Heard on 5 and 6 March 2013 Appellant Respondent Richard Todd QC Tim Amos QC Daniel Lightman Oliver Wise Stephen Trowell Ben Shaw Amy Kisser (Instructed by Farrer & (Instructed by Jeffrey Co) Green Russell Ltd) LORD SUMPTION Introduction 1. This appeal arises out of proceedings for ancillary relief following a divorce. The principal parties before the judge, Moylan J, were Michael and Yasmin Prest. He was born in Nigeria and she in England. Both have dual Nigerian and British nationality. They were married in 1993, and during the marriage the matrimonial home was in England, although the husband was found by the judge to have been resident in Monaco from about 2001 to date. There was also a second home in Nevis. The wife petitioned for divorce in March 2008. A decree nisi was pronounced in December 2008, and a decree absolute in November 2011. 2. The husband is not party to the appeal in point of form, although he is present in spirit. The appeal concerns only the position of a number of companies belonging to the group known as the Petrodel Group which the judge found to be wholly owned and controlled (directly or through intermediate entities) by the husband. There were originally seven companies involved, all of which were joined as additional respondents to the wife’s application for ancillary relief. -
Piercing the Veil of Single Person Corporations
Going Solo: Piercing the Veil of Single Person Corporations in the United States of America, the United Kingdom, and the Philippines by John Albert B Laylo LLM SHORT THESIS Course: US Corporations and Partnership Law Adviser: Jessica Charles Lawrence, PhD Central European University CEU eTD Collection 1051 Budapest, Nador útca 9 Hungary © Central European University 29 March 2019 TABLE OF CONTENTS 1 ABSTRACT....................................................................................................................................... 1 INTRODUCTION ............................................................................................................................ 2 CHAPTER ONE THE SINGLE PERSON CORPORATION .................................................... 5 1. SINGLE-PERSON CORPORATION UNDER AMERICAN LAW .......................................................... 5 2. SINGLE-MEMBER COMPANY UNDER ENGLISH LAW ................................................................... 6 3. ONE PERSON CORPORATION UNDER PHILIPPINE LAW ................................................................ 8 CHAPTER TWO UNDERSTANDING THE PIERCING THE VEIL DOCTRINE .............. 13 1. PIERCING THE VEIL BY AMERICAN COURTS ............................................................................ 14 1.1. Alter ego doctrine ............................................................................................................. 15 1.2. Instrumentality doctrine .................................................................................................. -
University of Huddersfield Repository
View metadata, citation and similar papers at core.ac.uk brought to you by CORE provided by University of Huddersfield Repository University of Huddersfield Repository Mendelsohn, James Still "the unyielding rock"? A critical assessment of the ongoing importance of Salomon V Salomon & Co LTD[1897] AC 22 in the light of selected English company law cases Original Citation Mendelsohn, James (2012) Still "the unyielding rock"? A critical assessment of the ongoing importance of Salomon V Salomon & Co LTD[1897] AC 22 in the light of selected English company law cases. Masters thesis, University of Huddersfield. This version is available at http://eprints.hud.ac.uk/23331/ The University Repository is a digital collection of the research output of the University, available on Open Access. Copyright and Moral Rights for the items on this site are retained by the individual author and/or other copyright owners. Users may access full items free of charge; copies of full text items generally can be reproduced, displayed or performed and given to third parties in any format or medium for personal research or study, educational or not-for-profit purposes without prior permission or charge, provided: • The authors, title and full bibliographic details is credited in any copy; • A hyperlink and/or URL is included for the original metadata page; and • The content is not changed in any way. For more information, including our policy and submission procedure, please contact the Repository Team at: [email protected]. http://eprints.hud.ac.uk/ STILL ―THE -
A COMPARATIVE ANALYSIS of PIERCING the CORPORATE VEIL in ENGLISH LAW and SOUTH AFRICAN LAW Patson Waliwona Manda 13214633
A COMPARATIVE ANALYSIS OF PIERCING THE CORPORATE VEIL IN ENGLISH LAW AND SOUTH AFRICAN LAW by Patson Waliwona Manda 13214633 Submitted in fulfilment of the requirements for the degree LL.M (Corporate Law) In the Faculty of Law, University of Pretoria 30 July 2019 Supervisor: Professor Maleka Femida Cassim Table of Contents I INTRODUCTION .......................................................................................................................... 3 a) Academic and practical reasons for this study ........................................................................ 3 b) Purpose .................................................................................................................................. 5 c) Research Methodology........................................................................................................... 5 d) Context .................................................................................................................................. 6 e) Chapter Structure ................................................................................................................... 8 f) Research question ................................................................................................................ 10 g) Conclusion ........................................................................................................................... 10 II HISTORICAL CONTEXT: SEPARATE LEGAL PERSONALITY, LIMITED LIABILITY AND PIERCING THE CORPORATE VEIL ...........................................................................................