Corporate Personality

  • Created by: Edward
  • Created on: 15-03-17 22:51
Salomon v A Salomon (1897)
Recognised sep legal personality
1 of 18
Macaura v Northern Assurance (1925)
Lord Wrenbury: the incorporation even if he holds all the shares = not the corpn
2 of 18
Short v Treasury Comm’rs (1948)
Evershed LJ: shareholders = not, in the eyes of the law, partowners of the undertaking – the undertaking = something different from the totality of the shareholding
3 of 18
Tate Access Floors v Boswell (1991)
Browne-Wilkinson V-C: if people choose to conduct their affairs through the medium of corpns, they are taking adv of fact that in law those corpns are sep legal entities, whose prop and actions are in law not the prop or actions of their incorporator
4 of 18
Barings Plc (In Liquidation) v Coopers & Lybrand (2002)
A loss suffered by a parent company as a result of a loss at its subsidiary= not actionable by the parent – the subsidiary was only proper claimant
5 of 18
DHN Food Distributors v Tower Hamlets (1976)
Lord Denning: a group of companies is in reality a single eco entity and should be treated as one
6 of 18
Woolfson v Straffclyde (1978)
Lord Keith: HL disapproved of Lord Denning’s views – found veil of incorpn would be upheld unless it was a façade
7 of 18
Re a Company (1985)
Held: court will use its power to pierce corp veil if it is nec to achieve justice irrespective of legal efficacy of the corp structure under the consideration
8 of 18
CA 2006, s 16(2)
As companies are granted CP by statute, follows can be set aside by staute
9 of 18
CA 2006, s 767
If public company carries on business, or exercises any borrowing powers, prior to being issued with a trading certificate, then the directors can be made personally liable
10 of 18
IA 1986, ** 213 and 246ZA
Where in course of winding up/admin’n of a company, it appears that the company has been run with an intent to defraud the creditors (fraudulent trading), the court may lift the veil and impose personal liability on any persons who were knowing parti
11 of 18
IA 1986, ** 214 and 246ZB
Where a company has gone into insolventy liqn/admin’n, the directors m,ay be personally liable for wrongful trading
12 of 18
Adams v Cape Industries (1990)
Refused to lift veil and restricted ability to do so – esp’y in corp groups structures
13 of 18
Smith, Stone and Knight v Birmingham Corpn (1939)
Held: subsidiary was agent of S; CP ignored and S obtained compensation – crucial factor was newly-acquired business and land in which it operated still belonged to S
14 of 18
Gilford Motors v Horne (1933)
New company formed as a device, a stratagem, to mask the effective carrying on of a business of the def and to avoid the restrictive cov’t
15 of 18
Petrodel Resources v Prest (2013)
Based on trust law, courts refused to lift veil; SC: prop’s held on trust by companies for benefit of Mr P and as such, they could form part of the divorce settlement
16 of 18
Chandler v Cape (2012)
Corp veil bypassed via tort law and finding a duty of resp’y arising by superior knowledge
17 of 18
VTB Capital v Nutritek International Corporation (2013)
Refused to pierce veil re causing 3rd party to enter contract via misrep or fraud – altve remedy under fraud or misrep
18 of 18

Other cards in this set

Card 2

Front

Lord Wrenbury: the incorporation even if he holds all the shares = not the corpn

Back

Macaura v Northern Assurance (1925)

Card 3

Front

Evershed LJ: shareholders = not, in the eyes of the law, partowners of the undertaking – the undertaking = something different from the totality of the shareholding

Back

Preview of the back of card 3

Card 4

Front

Browne-Wilkinson V-C: if people choose to conduct their affairs through the medium of corpns, they are taking adv of fact that in law those corpns are sep legal entities, whose prop and actions are in law not the prop or actions of their incorporator

Back

Preview of the back of card 4

Card 5

Front

A loss suffered by a parent company as a result of a loss at its subsidiary= not actionable by the parent – the subsidiary was only proper claimant

Back

Preview of the back of card 5
View more cards

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