Summary (First Class) Exam-Ready Essay re Doctrine of Lifting the Corporate Veil in Company Law
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Course
Company Law
Institution
University Of Reading (UoR)
Are you struggling to write an essay on Lifting the Corporate Veil in Company Law? Look no further! Our expertly written essay provides a comprehensive analysis of the doctrine of lifting the corporate veil, its legal basis, and the circumstances in which it can be applied. You'll gain a clear unde...
Essay Title: An Analysis of the Doctrine of Lifting the Corporate Veil in Company Law
Introduction
The concept of the separate legal entity of a company is one of the fundamental principles
of company law. It provides a shield for the company's shareholders, who are not personally
liable for the company's debts and obligations. However, this principle has led to a situation
where companies can be used for fraudulent or improper activities without any
accountability. To address this issue, the doctrine of lifting the corporate veil has been
developed to pierce through the corporate entity and hold the company's members
responsible for their actions. This essay will analyze the concept of lifting the corporate veil,
its legal basis, and the circumstances in which it can be applied.
Legal Basis of the Doctrine
The legal basis for lifting the corporate veil is derived from the case law. The leading case in
this area is Salomon v. Salomon & Co Ltd [1897] AC 22, which established the principle of
corporate personality. The court held that a company is a separate legal entity from its
shareholders, and as such, its rights and liabilities are distinct from those of its members.
However, the court recognized that in certain circumstances, the corporate veil could be
lifted. The test for lifting the veil was later refined in the case of Gilford Motor Co Ltd v.
Horne [1933] Ch 935, where it was held that the veil could be lifted where the company was
used as a device to evade legal obligations.
Circumstances in which the Veil can be Lifted The circumstances in which the veil can be
lifted are not exhaustive and can vary depending on the case. However, the courts have
identified some situations where the veil can be lifted, including:
1. Fraudulent or Improper Conduct: Where the company is used as a façade to conceal
the fraudulent or improper activities of its members, the court can lift the veil to hold
the members liable. This was demonstrated in the case of Jones v. Lipman [1962] 1
WLR 832, where the defendant transferred his property to a company to avoid a
court order. The court lifted the veil and held the defendant liable for the company's
actions.
2. Alter Ego or Agency: Where the company is merely an alter ego or an agent of its
members, the veil can be lifted. This was seen in the case of Adams v. Cape Industries
plc [1990] Ch 433, where the court held that a subsidiary company was the alter ego
of its parent company, and therefore the parent company was liable for the
subsidiary's actions.
3. Public Interest: Where there is a public interest in lifting the veil, the court can do so
to prevent the abuse of the corporate form. This was demonstrated in the case of Re
FG (Films) Ltd [1953] Ch 349, where the court lifted the veil to prevent a company
from evading a tax liability.
Conclusion
The doctrine of lifting the corporate veil is an essential tool in company law to prevent the
misuse of the corporate form. It allows the court to pierce through the corporate entity and
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