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The Necessity Of Piercing The Corporate Veil
The Necessity Of Piercing The Corporate Veil
The Necessity Of Piercing The Corporate Veil
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(a)Introduction The case of Salomon v. Salomon & Co Ltd[ Salomon v. Salomon [1897] AC 22] is a classic case about the separate legal personality of a company , it is widely discussed in this condition . The company 's liquidators alleges that the debenture had been fraudulent, because he thought Salomon set up this company in order to evade debt. He also thought that the business had been invalidly transferred from Mr Salomon to the Company. The judge who knew the case first suggested that the company (Salomon & Co Ltd) was an agent of Mr Salomon, so Mr Salomon should compensate for agent.[ Broderip v. Salomon [1895] 2 Ch 323] However, the House of Lords has different viewpoint. House of Lords suggested that Salomon is not liable to the Company …show more content…
The independent personality of the legal person depends on the independence of property and the independence of responsibility. In company law, it is reflected between the company 's personality and the personality of shareholders is relatively independent of each other. The company has independent personality, so The company 's assest and shareholder’s assest can not be confused. Due to the personality of the company and the personality of the shareholders of the company are separated from each other, companies and members are the two part. The changes of memberships are not intrinsically linked to a company 's existence. So only the company will be investigate and affix legal liability, and shareholders will not be held liability. Lord Halsbury said that the company is either an independent legal entity or not; If it is, the business belongs to the company and not to Salomon; f it is not, then there is no one can be used as a proxy. At the same time it is impossible to say that the company exists and does not exist. Although Salomon is the owner of the vast majority of shares in the company, the company 's creditors are not Salomon 's individual creditors, Salomon has the right to priority over ordinary creditors get paid as a company secured creditors. Thus, Salomon got t more than 6,000 pounds which pay by company, while the other …show more content…
Salomon & Co Ltd[ Salomon v. Salomon [1897] AC 22] stablished the principle: In accordance with the law, a limited company is established. Then the company obtains an independent personality according to law, even if the company is controlled by only one or a few shareholders and the remaining shareholders have only symbolic benefits to the company.[ Brenda Hannigan, Company Law (1st edn, Oxford University Press).] It do not affect the independent corporate juridical. The judgment of Salomon v. Salomon & Co Ltd is also regarded as a troublesome unfortunate decision, it provides an opportunity for individual shareholders or minority shareholders to seek extrajudicial benefits and is unfair to the company 's creditors. In order to overcome this drawback, rectify some person abuse the corporate personality, court founded the "piercing the corporate veil" principle. In accordance with this rule, if the company 's capital is not sufficient to compensate the creditors or their claimants under certain conditions, the court may award that the individual shareholders of the company shall be liable for compensation. This essay will discuss the exceptions to the principle and the future of piercing the veil of
Policies are often put in place without regards for the effect it will have on other areas, people, or wildlife. Several examples of these unintended consequences are shown in the documentary Salmon: Running the Gauntlet, which explains the effects that human activity, dams, and attempts to repopulate the salmon species have been implemented and failed. With proper evaluation at the onset of a major project, these severe consequences may be avoided.
The first genetically modified animal has been given the green light to reach dinner plates.
Consuming an average amount of Salmon in one’s diet is proving to be one of the foods that can curb the desire to become violent. The experiments performed and carried out by Stephan Mihm, as well as other resources gathered, consider this to be somewhat accurate. Are we really able to determine which foods have this effect? Salmon is only one of many foods that contain Omega-3 Fatty acids.
Pinkish in color, with spots on their eight fins and back, thin long body with an average weight of 23 kg and length up to 76 cm, and a distinct back fin called the adipose fin. They are saltwater fish which spawns in fresh water, travelling over 20,000 kilometers in the ocean with speeds of up to 50 km per hour. They can jump more than four meters to climb waterfalls and any obstacles they encounter in the water. The Northwest Salmon is one miraculous fish. However, Northwest Salmon are now on the verge of being protected under the Endangered Species Act due to their dramatic decline in their population in the Northwest region of the United States. Their declines in numbers are causing great problems for their surrounding ecosystem, those that rely on the salmon as a food source, and the fishing industry. All of which humans are contributing to all these by overfishing, either commercial or for sport, and the construction of dams on major rivers. Then with the attempt to fix this problem, fisheries, or farms for fish, end up genetically changing the fish and making them more vulnerable to predator fish. Predator fish that are nonindigenous to the rivers the salmon swim in. Eating the salmon’s food or in most cases, eating the salmon themselves. If all of these acts continue at full force, I predict that the Northwest Salmon will not be naturally running up and down our American rivers within the next 50 years if not everyone is totally aware of their situation.
The Tragedy of the Salmon The United States Pacific Northwest has historically been a significant player in the global fishing industry. However, over the last half-century, the fish population in the area has been declining at an alarming rate. Popular species of fish such as cod and salmon have been particularly susceptible to these decreases. What once was a region flourishing with abundant fish populations, is now in danger of being exploited to the point of extinction of certain species. The majority of these population drops is attributed to increased industrialization and overfishing in the region.
Salmon Farming If you recently ordered salmon off the menu of your favorite restaurant, or purchased it from your local grocery store, chances are it was farmed. According to “Salmon of the Americas, an organization of salmon-producing companies in Canada, Chile and the United States, 70 percent of the salmon produced in British Columbia and Washington comes from salmon farms. If it weren’t for these farms, we would not have the luxury and abundance of this delicious and healthy food available to us year round. Salmon farming represents one very important way to feed the world and people want to eat more salmon and seafood- more than can be caught.
British Columbia is the fourth largest aquaculture producer in the world. The province and everywhere else that loves seafood relies on the production of aquaculture. However, many do not know what they get when the glory of farming fish comes with. Salmon is one the most common fish and British Columbia wanted to make sure that who ever wanted it could get tons of it. While global warming has been driving wild salmon stocks up north, British Columbia came up with their own solution, Aquaculture. It was the perfect thing due to the fact, British Columbia has 20,000km of coastlines and 25,000 lakes and many rives and streams to raise fish. This became an advantage to fish farmers and aquaculture heads because the plentiful water allowed them to raise wish in any body of water. The economic benefits came pouring in as fish farmer could grow many fish all year round and have control of it. The salmon in these farms are raised in pens, just like you would see animals on a farm on land. B.C’s fairly clean waters, sparse population and accessibility to roads makes it well suitable for the fish to be raised from hatchlings to harvest. The net pens that held the salmon year round were limited to small spaces, developing some major issues in the ocean’s health and human health. Many have blamed farmed salmon for the sea lice. Sea lice have been depleting lives of many wild salmon as farmed salmon are allowed to escape from their nets into the ocean. Allowing the possible spread of sea lice. Sea lice are crustacean parasites that attach onto both farmed and wild salmon. These parasites do not kill the fish, however they drain the resources the fish need to survive and decrease their ability of swimming. The sea lice also create open abrasio...
Business is a game of gambling. In poker, a person can be honest and keep his or her hands above the table, but there is always a person that has hands under the table. Businesses find many people with hands under the table when the issue of corporate self- dealing appears. Corporate self-dealing is when a trustee or other fiduciary of a business takes advantage of his or her position in a transaction for self-benefit instead of the company’s overall benefit. Self-dealing can include corporate assets or opportunities. John H. Farrar and Susan Watson notes, “If a director deals with a company that he or she is a director, there is a risk of conflict of interest as well as a breach of the duty to act bona fid for the good of the company or promote success” (495). Without some form of limitations businesses have no way to control the act of self-dealing within the company. Although numerous solutions have been suggested, the solution implemented needs to be able to form to each individual business without limiting the transactions of the business. Nonintervention, Prohibition, and Majority of the Minority Vote have all been considered, however, these solutions are not efficient enough for the business world or able to best limit the role of self-dealing. Nonintervention only ignores the problem in hopes it can resolve itself, while Prohibition provides only a strict method that does not ensure that people will not perform the actions. The Majority of the Minority vote resembles a voting system, but is not time efficient. While it only guarantees that the transaction is fair, the best solution to limit corporate self-dealing is to incorporate the Fairness test into business transactions.
In conclusion it is clear the pari passu principal in practice is rarely achieved and is quite frankly easy to refer to as a glorified theoretical doctrine as it has been severely eroded. This being said it is impossible to discount the pari passu theory as a fundamental principle in corporate insolvency law as although not overly effective in the capacity it was created, the principle spreads all across insolvency law promoting fairness and efficiency in the distribution of assets in insolvency proceedings from the hierarchy and classes of claims to other rules for proportionality. It is a principle which advocates creditor protection which is a pillar of corporate insolvency law.
As a consequence of the separate legal entity and limited liability doctrines within the UK’s unitary based system, company law had to develop responses to the ‘agency costs’ that arose. The central response is directors’ duties; these are owed by the directors to the company and operate as a counterbalance to the vast scope of powers given to the board. The benefit of the unitary board system is reflected in the efficiency gains it brings, however the disadvantage is clear, the directors may act to further their own interests to the detriment of the company. It is evident within executive remuneration that directors are placed in a stark conflict of interest position in that they may disproportionately reward themselves. The counterbalance to this concern is S175 Companies Act 2006 (CA 2006) this acts to prevent certain conflicts arising and punishes directors who find themselves in this position. Furthermore, there are specific provisions within the CA 2006 that empower third parties such as shareholders to influence directors’ remuneration.
The Principle of Separate Corporate Personality The principle of separate corporate personality has been firmly established in the common law since the decision in the case of Salomon v Salomon & Co Ltd[1], whereby a corporation has a separate legal personality, rights and obligations totally distinct from those of its shareholders. Legislation and courts nevertheless sometimes "pierce the corporate veil" so as to hold the shareholders personally liable for the liabilities of the corporation. Courts may also "lift the corporate veil", in the conflict of laws in order to determine who actually controls the corporation, and thus to ascertain the corporation's true contacts, and closest and most real connection. Throughout the course of this assignment I will begin by explaining the concept of legal personality and describe the veil of incorporation. I will give examples of when the veil of incorporation can be lifted by the courts and statuary provisions such as s.24 CA 1985 and incorporate the varying views of judges as to when the veil can be lifted.
According to Corporation Act 2001 s124(1), it illustrates that ‘’A company has the legal capacity and powers of an individual both in and outside the jurisdiction” . As it were, company as a legal individual must be freely with all its capital contribution shall embrace liability for its legal actions and obligations of the company’s shareholders is limited to its investment to the company. This ‘separate legal entity’ principle was established in the case of Salomon v Salomon & Co Ltd [1987] as company was held to have conducted the business as a legal person and separate from its members. It demonstrated that the debt of company is belonged to the company but not to the shareholders. Shareholders have only right to participate in managing but not in sharing the company property. Besides ,the Macaura v Northern Assurance Co Ltd [1925] demonstrates that the distinction between the shareholders and company assets. It means that even Mr Macaura owned almost all the shares in the company, he had no insurable interest in the company’s asset. The other recent case is the Lee v Lee’s Air Farming Ltd [1961] which illustrates that the distinct legal entities between employee ad director allows Mr.Lee function in dual capacities. It resulted that the corporation can contract with the controlling member of the corporation.
A registered company, as an artificial person is separate from its members and exists only by virtue of the Companies Act under which it is incorporated. When a business is incorporated, it becomes a separate legal entity and, therefore, can be sued and sue without affecting the shareholders personal assets. This was established in “Salomon v A Salomon Co.Ltd”. Separate legal personality is known as the veil of Incorporation. This protects the shareholder and places the responsibility of the company onto the directors. These duties are outlined in the Companies act 2014.
During the course of this paper one will see addressed several issues of responsibilities that the Tyco Corporation must deal with. Some of these issues are ones that they have had to deal with quite recently. The responsibilities that one will see discussed are the legal, social and ethical issues that arise in a company that is nationally known.