Lifting the Veil

"Factors considered by the court in determining whether to pierce the corporate veil include failure to

This essay will explain the concepts of separate personality and limited liability and their significance in company law. The principle of separate personality is defined in the Companies Act 2006(CA) ; “subscribers to the memorandum, together with such other persons as may from time to time become members of the company are a body corporate by the name contained in memorandum.” This essentially means that a company is a separate legal personality to its members and therefore can itself be sued and enter into contracts. This theory was birthed into company law through the case of Salomon v Salomon and Co LTD 1872. This case involved a company entering liquidation and the unsecured creditors not being able to claim assets to compensate them. The issue in this case was whether Mr Salomon owed the money or the company did. In the end, the House of Lords held that the company was not an agent of Mr Salomon and so the debts were that of the company thus creating the “corporate Veil” .

Casino Ltd. and Caterers Ltd. are separate legal entities. The fact that Casino Ltd wholly owns Caterers Ltd. gives rise to the concept of corporate groups existing between the two companies. Regardless of this, one company is separate from the other company and the concept of corporate veil applies.

Tomasic, R. Jackson, J. & Woellner, R. (2002). Corporations Law: Principles, Policy and Process. 4th ed. Sydney: Butterworths

They also did not show sufficient facts or evidence to pierce the corporate veil. “In their appeal, the Sturms state that they were not attempting to pierce the corporate veil, but were asserting a claim against Harb for his own individual negligence and fraud.”

The amount of control the firm has over its subsidiary will be the determining factor in deciding when to consolidate financial statements annually. If the firm acquires another company, the firm must own fifty percent or more of the subsidiary’s outstanding voting stock in order for the two to consolidate. With this ownership level, the firm will be able to persuade the subsidiary into making decisions that would not only benefit the subsidiary, but also benefit the firm (parent) as well. “When majority of voting stock is held, investor-investee relationship is so closely connected that the two corporations are viewed as a single entity for financial reporting” (Hoyle, n.d.). Thus with this control in place both companies will combine their

Both parties consulted their attorneys whose guidance instructed them that they did not have to disclose the information. The motivating factor in both decisions was to protect the livelihood of their companies. The facts of the information that had been revealed to each company had not been proven.

The trial court affirmed the Appellate Division’s refusal to pierce the corporate veil finding that Westerlea and Defendant acted as two separate corporations at all times.

The Corporate personhood, a universal legal model, grants corporations genuine rights and responsibilities similar to those of individual citizens. This concept proved useful in American jurisprudence in that it simplified one’s interactions with huge conglomerates. Citing the Fourteenth Amendment of the constitution, the term corporate personhood served to consider corporations similar to individuals. In that vane, corporate entities like individuals could join contracts as a single unit, corporate entities like individuals could be named in civil lawsuits as a single group and corporate entities like individuals could make decisions that would hold the enterprise responsible as a single entity even though the decisions were

In case of a company, by incorporation it gains a corporate personality which is separate or distinct from the members who compose it. The property of the company belongs to it and not its members; it may sue or be sued in its own name ; it may enter into contracts with third parties independently and even the members themselves can enter into contract with the company According to Section 34(2) of the Companies Act , upon issue of the certificate of incorporation , the subscribers to the memorandum and other persons , who may from time , be the members of the company, shall be a body corporate, which is capable of exercising all the functions of an incorporated company and having perpetual succession and a common seal. Thus the company becomes a body corporate which is capable immediately of functioning as an incorporated individual. With the incorporation, the entity of the company becomes institutionalized. This principle of the independent corporate existence and the principle of corporate personality of a company were recognized in the case of Saloman v. Saloman & Co . In this case Salomon was a boot and shoe manufacturer. He incorporated a company named Salomon & Co Ltd, for the purpose of taking over and carrying on his business. The seven subscribers to the memorandum were Salomon, his wife, his daughter and four sons and they remained the only members of the company. The company went into liquidation within a year. The unsecured

The court reasoned that the defendants “recognized BSC's corporate status,” emphasizing Mayor’s status as BSC’s president, Castellano’s business partner, and Planet Laundry’s “co-principal.” Because “the one-day delay in BSC's formation was, from the [defendants’] perspective, utterly inconsequential, they cannot now be heard to deny BSC's corporate

In this case, Lindenwood Pharmaceutical was sued by resident living near the chemical dump site. In fact, they claimed that because of the illegal dumping of chemical wastes by its subsidiary, Lindenwood Chemical Company, the ground water was contaminated causing cancer to the resident and other injuries. Thus, the mother company was sued instead of its subsidiary for an act committed by its subsidiary since 2005. The law stipulates that a parent corporation owning all the stock of the subordinate corporation does not make them the same concern in law. However, in some cases the parent company is held liable for the actions of the subordinate company. These cases arise when there is proof of additional interest to the subordinate corporation

Salomon v Salomon and Co. Ltd (1897) AC 22 - when Aron Salomon sold his business to Salomon and Co. Ltd. Company, where he was still the major shareholder and some of his family was also a member. He also received a debenture as part of the payment for a secured term. But when the company has gone into liquidation during the 1890’s some argued that his

The law clearly stipulates that the mere fact that a parent corporation owns all the stock of the subordinate corporation or that the same individuals own all the stock in both corporations does not make them the same concern in law. In some cases however, the parent company is held liable for the actions of the subordinate company. These cases arise when there is proof of additional interest to the subordinate corporation than mere unity and ownership. Like in our case Lindenwood Pharmaceuticals had taken over the whole control of Lindenwood Chemicals to a point of even having officials transferred from the Pharmaceutical Company to the Chemicals Company (Martschalk 2007-2012). Under normal circumstances

The concept of a company being a separate legal entity is the most striking illustration in separating the company from its owners. A paramount principle of corporate law is that no shareholder or member of a company is made liable for the obligations incurred by such incorporations A company is different from its members in the eyes of law. In continuations to this the opposite also holds true in the sense that neither can the company be held liable for the acts of its members. It is a fundamental distinction that a company is distinct from its members.