M/S. SANOFI PASTEUR HOLDING SA V. THE DEPARTMENT OF REVENUE MINISTRY OF FINANCE
FACTS OF THE CASE
In the year 2009, Sanofi Pasteur Holding (hereinafter “Sanofi”) had purchased 80.37 % of share capital of a French company, ShanH, from another French company called Merieux Alliance (hereinafter “Merieux”). The remainder of share capital, i.e. 19.67% was purchased from Groupe Industriel Marcel Dassault (hereinafter “GIMD”). GIMD was also a company that was incorporated under French Law. At the time of purchase, ShanH held 82.5% of the share capital of Shantha Biotechnics Limited (hereinafter “SBL”), a company having its registered office in Hyderabad and incorporated under the Companies Act, 1956.
On May 25, 2010 the Income Tax Department passed an order under Section 201(1)/(1A) of the Act and held Sanofi as an “assessee-in-default” for the very purpose that they had withheld tax on certain payments made to GIMD and Merieux on the acquisition of shares of ShanH.
Subsequent to this order the aggrieved parties made an application to the Authority for Advanced Ruling (hereinafter “AAR”) challenging the taxability of the transaction. However, the AAR ruled against them stating that according to Article 14(5) of the tax treaty the capital gains arising from the transaction of sale of shares of ShanH was taxable. Therefore GIMD and Merieux filed writ petitions in the Andhra Pradesh High Court against this ruling.
ISSUES BEFORE THE HIGH COURT.
The High Court had multiple issues to consider before pronouncing their judgment in this matter. The Court had to determine whether the investment in SBL by GIMD and Merieux though ShanH was for the purpose of avoiding tax. If this were the case then should the life the corporate veil of ShanH ...
... middle of paper ...
...dia, conclusively established that a DTAA would always prevail over domestic law. It also upheld the Azaadi Bachao Andolan case in as much as it held that the retrospective application of the amendment to the DTAA was valid in law.
It can be safely said that the judgment established a very concrete precedent regarding the interpretation of tax treaties in our country. The court tackled the existing ambiguity regarding not only the retrospective application of amendments but also lifting of the corporate veil to determine whether the purpose of setting up of a company was to evade taxes. However, one grey area that the Supreme Court has still to address is the definition of the thin line between definitions of critical terms such as ‘tax avoidance’ and ‘tax evasion’. One can only hope that its not too long before the court chooses to clarify its stance on the same.
(7) Hall B. Patents and Patent Policy -. 2007. The 'Secondary' of the 'Secondary' of the 'Secondary' of the 'Secondary' of the 'Secondary' of the 'Secondary' of the 'Secondary' of the Morse H. SETTLEMENT OF INTELLECTUAL PROPERTY DISPUTES IN THE PHARMACEUTICAL AND MEDICAL DEVICE INDUSTRIES: ANTITRUST RULES. Allison JR, Lemley MA, Moore KA, Trunkey RD. Valuable patents. Geol.
This decision was made in good faith and cannot be conspicuously construed to have self-interests veiled in them. Further, the executive directors made an informed decision to refrain from passing this information to the board and they did believe that this would be in the best interests of the company as disclosure would have brought an end to the company’s existence much before the actual downfall. Thus this judgment met all the requisites prescribed under the provisions of Section 180 (2) of the Corporations Act, 2001 (Rawhouser, Cummings and Crane 2015). This case was the first to comprehensively lay down the business judgment defense and apply it to the facts and circumstances of a case. This defense would negate the apparent breach of the duties of the directors as prescribed by the statute and under common
Question Presented: Petitioner Giridar C. Sekhar was convicted of extortion under the federal law for potentially exposing an extramarital affair unless the general counsel for the state comptroller recommended that the state pension fund invest in a fund managed by Sekhar’s company. The meaning of the word “property” would be determined by the courts under the federal extortion law. They would also decide whether the General Counsel had recommended the “property” and if it could be subject to extortion by the federal law. The petitioner had argued for a narrow of the meaning or definition of the word “Property”. He wished that it were brought to the meaning of something that is of value and that is transferable.
I, Sam Grace Saji, will be ruling on the validity of the law and legal proceedings in Clearwater v. the Queen. During the proceedings, the appellant raised several Charter considerations: s. 2(b)(c)(d), s. 7, and s. 9.
Federal Commerce & Navigation Co Ltd v Tradax Export SA (The Maratha Envoy) [1978] AC 1
R v Secretary of State for Transport, ex parte Factortame Ltd and others [1999] All ER (D) 1173.
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.
Generally speaking, the legal system didn¡¦t play a very active role in this case. First of all, the India government could do more on digging the truth of the gas leak out and set a more strict standard to regulate such dangerous plants in case that another crisis. Second, I didn¡¦t see any one who worked in the Union Carbide¡¦s Bhopal plant should be responsible for that tragedy. Does it mean that all that the India court wanted was money or it just wanted to reduce trial and subsequent appeals because it might have taken more than twenty years?
It was argued by Cheung the reference by Lord Scott in Gamlestaden is still a summary of principles derived from Re Chime Corp. It is submitted that the reading of the case of Gamlestaden as it is does not state any criteria to allow corporate relief in unfair prejudice petition but rather the decision just endorsed that the court “may make such order as it thinks fit for giving relief in respect of the matters complained of” under an unfair prejudice petition. This could be a cautious approach not to restrict the ability of the court to may make such order as it thinks fit which would not be available if a test is introduced.
The Vodafone case is extremely vast and the facts are very extensive. It is one of the landmark cases brought before the Supreme court of India that discusses Indian Taxation and deals with the scenario where capital gains arising out of transfering of shares from a foreign holding company to another international firm. The capital gains in these cases would be those that are arising out of the benefits the company achieves with its Indian based subsidy. The main question is if such transactions are to be taxed by in the Indian tax system. To understand the facts without getting lost in the immensity of the happenings, following is the series of facts that present a more concise yet thorough chain of events.
In company law, registered companies are complicated with the concepts of separate legal personality as the courts do not have a definite rule on when to lift the corporate veil. The concept of ‘Separate legal personality’ is created under the Companies Act 1862 and the significance of this concept is being recognized in the Companies Act 2006 nowadays. In order to avoid personal liability, it assures that individuals are sanctioned to incorporate companies to separate their business and personal affairs. The ‘separate legal personality’ principle was further reaffirmed in the courts through the decision of Salomon v Salomon & Co Ltd. , and it sets the rock in which our company law rests which stated that the legal entity distinct from its
Using equity as a source of finance would mean that Barra Airways would be increasing the level of shareholder accountability it currently has. In the future, Barra Airways may find that in the future its freedom to make conduct business freely is hindered, if it issues more equity. The legal action taken by shareholders against companies has risen substantially since 1996 [7]. If this trend continues into the future then the likelihood of Barra Airways experiencing shareholder activism is significant.
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.
Law Commission accepted that there are compelling reasons due to which the concept of overriding interest cannot be abolished altogether. And denying of overriding status will contradict paramount policies. However, LRA 2002 has affected it in a number ...