Corporate Veil in UK Law
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Prest v Petrodel Resources Ltd
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In my view, the principle that the court may be justified in piercing the corporate veil if a company's separate legal personality is being abused for the purpose of some relevant wrongdoing is well established in the authorities. This is because I think that the recognition of a limited power to pierce the corporate veil in carefully defined circumstances is necessary if the law is not to be disarmed in the face of abuse.
It is that the court may disregard the corporate veil if there is a legal right against the person in control of it which exists independently of the company's involvement, and a company is interposed so that the separate legal personality of the company will defeat the right or frustrate its enforcement.
I conclude that there is a limited principle of English law which applies when a person is under an existing legal obligation or liability or subject to an existing legal restriction which he deliberately evades or whose enforcement he deliberately frustrates by interposing a company under his control.
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Woolfson v Strathclyde Regional Council
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I have some doubts whether in this respect the Court of Appeal properly applied the principle that it is appropriate to pierce the corporate veil only where special circumstances exist indicating that is a mere facade concealing the true facts. Woolfson cannot be treated as beneficially entitled to the whole share-holding in Campbell, since it is not found that the one share in Campbell held by his wife is held as his nominee.
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R v Blatch and Seagar
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It is “hornbook” law that a duly formed and registered company is a separate legal entity from those who are its shareholders and it has rights and liabilities that are separate from its shareholders: Salomon v A Salomon & Co Ltd [1897] AC 22; referred to by Rose LJ in Re H and others (restraint order: realisable property): [1996] 2 All ER 391 at 401F.
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Dadourian Group International Inc. (a company incorporated under the Laws of the State of New York) and Others v Azuri Ltd
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In all of the cases where the court has been willing to pierce the corporate veil, it has been necessary or convenient to do so to provide the claimant with an effective remedy to deal with the wrong which has been done to him and where the interposition of a company would, if effective, deprive him of that remedy against him. It seems to me that the veil, if it is to be lifted at all, is to be lifted for the purposes of the relevant transaction.
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D.H.N. Food Distributors Ltd v Tower Hamlets London Borough Council
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We all know that in many respects a group of companies are treated together for the purpose of general accounts, balance sheet and profit and loss account. This is especially the case when a parent company owns all the shares of the subsidiaries - so much so that it can control every movement of the subsidiaries. These subsidiaries are bound hand and foot to the parent company and must do just what the parent company says.
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Gt. Grimsby and Sheffield Junction Railway Act 1845
... ... &eld Junction Railway Company," and by that Name shall be a Body Corporate, with perpetual Succession, and shall hare Power to purchase and hold ... : Proyidcd also, that nothing herein contained shall extend to pre- veil t the said Coinmissioners fiorii recovering against the said Rail- way ... ...
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Roads and Bridges in Ross, Cromarty and Nairn Act 1804
... ... this Act ; and it fha'-l be la'wful for all Bodies Politick and Corporate, Ecclefiaftical or Civil, Corporations Aggregate or Sole, and all Feohves ... , to, from, and out of the fame Premifes, or any Part thereof, fftalt veil in the faid Truftees, and they the fame Truftees fhail be deemed'iri Law ... ...
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Port of London Improvement Act 1800
... ... make liable any Perfon or Perfons, more than Bodies Politick or Corporate, who are or fhall be Proprietor or Proprietors their refpec- of the Stock ... Governor and Company in refpeft thereof or relating thereto, fhall veil in, and fhall be deemed and taken to be transferred to and vefted in the ... ...
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Ryde Improvment Act 1854
... ... shall be elected for the whole of the Town, and shall be a Body Corporate by the Name of " The Ryde Commissioners," and by that Name shall have ... - Clauses Act, 1847," as to the Sale or :Exposure of unwholesome Meat Veil tion of Sale of un in the Market, shall apply to the Sale or Exposure of ... ...
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Piercing the Corporate Veil? A critical analysis on Prest v Petrodel Resources Ltd and Others
Ever since the early development of company law, the notion of corporate veil has been one of the most fundamental legal principles. From Aron Saloman v A Saloman - Co Limited [1897] AC 22, it has ...
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The doctrine of piercing the corporate veil: Its legal and judicial recognition in Ethiopia
Upon acquisition of legal personality a company enjoys certain attributes such as limited liability. While the separate legal personality of a company enables it to enjoy rights and assume obligati...
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Limited liability companies in Jordan: another story for piercing the corporate veil
Purpose: In different recent judgments, the Jordanian Court of Cassation, among many other Jordanian Courts, has found that a limited liability company's shareholder may be held liable in addition ...
- Piercing the Corporate Veil: Shareholder Liability for Corporate Torts
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Using the “evasion principle” to pierce the corporate veil in UK bankruptcy
The English High Court has granted an injunction to trustees in bankruptcy and pierced the corporate veil of companies which were operated by a bankrupt as his agents and nominees and which held as...
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Staggered Lifting of the Corporate Veil: A Case for Group Insolvency Norms
The recognition of a company’s separate juristic personality by the UK’s House of Lords in its landmark ruling in Salomon v. Salomon A Company Ltd.,[1] remains the basis for modern corporate law.[2...
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TRANSACTIONAL: Corporate/London: Looking Around the Corporate Veil by Hywel Jones
International energy agreements frequently incorporate UK law in choice-of-law clauses. Legal principles developed by British courts thus have the potential to affect wide-ranging operations of ene...
- FRAUD - Lifting The Corporate Veil