The Defence of the Corporate Veil - Parent Companies Beware!
Much interest has recently been shown in the potential consequences of
the judgment given in Stocznia Gdanska SA -v- Latvian Shipping Co and
others, which was substantially upheld by the Court of Appeal on 21
June 2002. Although the case related to Shipbuilding Contracts, the
result has reinforced the traditional view that the Courts will not
countenance any further erosion of the fundamental principle of
English Company Law that a company is to be regarded as a legal entity
with a separate legal personality, distinct from that of its members.
However, the case has highlighted potential alternative sources of
liability for parent companies establishing wholly owned
single-purpose subsidiaries - in many industry sectors, including
shipping, property and big-ticket asset finance.
The basic principles
The principle of separate corporate personality has been established
for over a century. In the leading case of Salomon -v- Salomon & Co.
(1897), the House of Lords held that, regardless of the extent of a
particular shareholder's interest in the company, and notwithstanding
that such shareholder had sole control of the company's affairs as its
governing director, the company's acts were not his acts; nor were its
liabilities his liabilities. Thus, the fact that one shareholder
controls all, or virtually all, the shares in a company is not a
sufficient reason for ignoring the legal personality of the company;
on the contrary, the "veil of incorporation" will not be lifted so as
to attribute the rights or liabilities of a company to its
shareholders.
The basic principle established in Salomon in relation to single
companies was extended to groups of companies by a comparatively
recent decision of the Court of Appeal in Adams -v- Cape Industries
PLC (1990). In that case, the Court of Appeal held that, as a matter
of law, it was not entitled to lift the corporate veil against a
defendant company, which was a member of a corporate group, merely
because the corporate structure had been used so as to ensure that the
legal liability in respect of particular future activities of the
group would fall on another member of the group rather than on the
defendant company. In effect, the Court of Appeal rejected the
argument that the corporate veil should be pierced just because a
group of companies operated as a single economic entity.
Related principles and considerations
A corollary of the basic Salomon principle is that a company cannot be
characterised as an agent of its shareholders unless there is clear
evidence to show that the company was in fact acting as an agent in a
particular transaction or series of transactions.
O’Hara was born in Chicago Illinois in 1913. There, she initially lived a happy life as the daughter of strict Catholic parents. She was a beautiful Irish woman with fair skin and dark eyes and hair. Dazzled by jewels and gorgeous clothing, O’Hara fell into the oldest profession. Becoming accustomed to fast money, she left home and went to San Francisco. A few years later in mid-1938 she took what she learned and moved to Hawaii to make money.
Williams portrays Lincoln in a very positive light, allowing the reader to realize the greatness of Lincoln, in his compassion, strategy, statesmanship and lack of ego. Williams has provided numerous instances wherein he provides ample support to his arguments and facts. In spite of the unnecessary detail and verbosity that Williams sometimes uses, there is no doubt that this book is a remarkable insight into Lincoln’s persona.
Admittedly, these men are responsible for much of the exploration of the America’s, but to focus on so few of the explorers ignores how reactive their actions were, and the larger narrative of the world at that time (4). For example, Columbus is praised and idolized for discovering the America’s, however it was only by luck that he arrived on those shores. Moreover, there were many other explorers at the time who could have reached the America’s if Columbus had not done so first (9). Another man who is seen as the key figure in the actual Conquest is Cortes. Cortes’ campaign in the America’s is commonly viewed as the standard to strive for, yet it is also the exception to a typical conquest (19). He is viewed as some above-it-all conquistador idol, when in all actuality he merely followed the standard protocol of the Conquest (19). This does not mean that Cortes’ actions were any less inspirational, merely that they were not uncharacteristic acts that he created (19). Both Columbus and Cortes were merely following standard procedure of the time, yet they are written about as if they were heroes of their time, bravely going and doing what none had done before. And in some sense, they were the first to discover and conquer, but it is foolish to assume that just because they were the first to be in the America’s
In the end of the eleventh and middle of the thirteenth century there were nine wars between muslims and christians that are now called the crusades.All nine wars were meant to take over the holy land (what is now israel) from the muslims.The most successful of those battles was the first and second.The worst of the crusades was the fourth crusade.The Crusades didn’t have a positive effect on trying to take over the holy land.Document 1 states that ”the Crusades failed their chief goal: the conquest of the Holy Land.This is important because the crusades didn’t achieve their main goal and they weren’t recognized as much as the first crusades.Document 1 states that the left a bitter legacy in their quest to take the holy land..This is important
Religion played a major role in expansion for both the Portuguese and the Spanish due to their extensive anti-Muslim crusade. Due to the over zealous religious fervor of the Christian Iberians, Christianity and thus the Iberians expanded into parts of western Europe during the crusades as Christians tried to convert the Muslims who were occupying this area. The Iberians did not stop with the European mainland; they were also expanding overseas. They were interested in the fertile land of the Canary Islands, Madeira, Azores and Cape Verde. These islands would also prove to be strategic acquisitions for the Iberians, as they would eventually provide the Iberians with bases and ports to be used for commerce. Throughout the 15th century the Spanish and Portuguese had been exploring lands throughout the Atlantic which drove Queen Isabella of Spain to commission Christopher Columbus in 1492 to “Discover and acquire islands and mainland in the ocean sea” (p.340) which eventually led to the discovery of North America.
An important aspect of Abraham Lincoln’s overall performance is his personal and political background. Concerning his opinions on slavery, his personal background shaped his ideals in a very unique way. James McPherson, author of the short biography Abraham Lincoln, provides some insight into Lincoln’s background, writing that Lincoln’s fathe...
The eminent historian Jonathan Riley-Smith defines ‘crusade’ as “holy war fought against those perceived to be the external or internal foes of Christendom for the recovery of Christian property”. This would suggest that the Crusades were primarily an endeavour intended to promote Christian expansionism through the acquisition of both territory and religious converts. However the Crusades can also be interpreted as a means for independent Christian rulers to demonstrate their piety, amass wealth through loot and enhance their prestige; all of which would be beneficial to the rule of their own territories. In addition to this, the Crusades were intended as a defensive measure in
The Crusades were one of the most prominent events in Western European history; they were not discrete and unimportant pilgrimages, but a continuous stream of marching Western armies (Crusaders) into the Muslim world, terminating in the creation and eventually the fall of the Islamic Kingdoms. The Crusades were a Holy War of Roman Christianity against Islam, but was it really a “holy war” or was it Western Europe fighting for more land and power? Through Pope Urban II and the Roman Catholic Church’s actions, their proposed motivations seem unclear, and even unchristian. Prior to the Crusades, Urban encouraged that Western Europe fight for their religion but throughout the crusades the real motivations shone though; the Crusaders were power hungry, land coveting people who fought with non Christian ideals and Morales.
Is your privacy at risk? How did the tracking and monitoring being discussed relate or compare to what was taking place in Orwell's 1984?
The First Crusade was a widely appealing armed pilgrimage, and mobilized a vast conquering force at a time when the Christian Church was moving towards centralization and greater political influence in Europe. The Church gained a wider audience more accepting of its leadership, benefitted economically, and developed its own militarily force. These outcomes, along with the Church’s documented ambition to expand and its reversal of prior teachings, support the idea that the First Crusade was a deliberate political maneuver, intended to to expand and consolidate the authority of the
The similarity between the Spanish and the French was that they both had colonized for religious reasons. Both the Spanish and the French had used the excuse of needing to spread Catholicism within the Americas. The Spanish first used the excuse of “God, Glory, and Gold” to conquer the New World. Conquistadores like Hernán Cortés and Ponce de León had been a part of this motto and conquered for God, for the land and fame, and for all else the gold. Also when the Spanish had arrived in California, they had enslaved Native Americans to build missions. These missions would be used to place where the Native Americans would be enslaved and converted to Catholicism. In the missions, Native Americans would be again mistreated, abused, enslaved, and infected while they resided in the missions. As the French population was decreasing in Americas, the Ordonnance of 1627 was created for the Native Americans. The Ordonnance was that if an Native American decided to convert to Catholicism, he or she would be considered as a natural frenchman. This allowed religion to spread throughout and increase the French population in the
Tabrah, Ruth M. Hawaii: A Bicentennial History. New York: W. W. Norton & Company, 1980.
Piercing the Corporate Veil Since the establishment in Salomon v Salomon, the separate legal personality has been long recognised in English law for centuries, that is to say, a limited liability company has its own legal identity distinct from its shareholders or directors. However, in certain circumstances the courts may be prepared to look behind the company at the actions of the directors and shareholders. This is known as "piercing the corporate veil". There are numerous cases concerning the "piercing the corporate veil", among which, Jones v Lipman[1] was a typical case. Lipman sold land to Jones by a written contract but refused to complete the sale because of another good deal, instead he offered damages for breach of contract.
Now with all these rules and regulations in place to create a sense of trust in the business accounting community, within a year the first CEO was punished under the new set of laws. This means that these CEO’s knowingly signed off on fraudulent or untrue documents. “Chief Executive Officer Calixto Chaves and Chief Financial Officer Gina Siqueira settled the charges, with Chaves agreeing to pay a $25,000 fine. Siqueira cooperated with the SEC and will not be required to pay a fine. The two executives and the company itself agreed to be subjected to stiffer future penalties if they violate SEC laws again. The two, who are Costa Rican residents, did not admit to or deny the charges.” (Yun). These two executives were not deterred by the laws or
would let them in on the corruption that when on. The firm had a tight control