Law Essays. Remember, you should not hand in any of these law essays as your own work, as we do not condone plagiarism! If you use any of these free law essays as source material for your own work, then remember to reference them correctly Answer: Company law is the body of law that governs the right, relations, organisations, businesses, the conduct of persons, etc. It refers to the legal practice of law related to corporations or the theory of corporations. Also known as the corporate law, it encompasses the formation and even the dissolution of a corporation · Company Law Persuasive Essay. Essay type Persuasive. Abstract Companies and corporations exist as single entities with the capacity to sue and be sued. The premise of lawful ways under which a company may be sued for acts or. Company Law Problem Question. Essay type blogger.comted Reading Time: 6 mins
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Salomon v Salomon was and still is a landmark case. Inextricably linked with this ratio is an acknowledgement of the importance of certainty within the law, company law essay, thus separate corporate personality becomes a concrete principle to which the law must adhere. Salomon v Salomon is followed in subsequent cases, notably Macaura v Northern Assurance Co.
Thus there remain notable differences between corporate personality and independent personality in the human sense of the word as we know it, company law essay. The difference forms one of the main reasons why exceptions to the separate entity principle exist, company law essay.
For instance in order to establish the nationality of a company the courts look to its directors and members not merely where the company was incorporated. The other main reason as according to Pickering [11] is that to do with potential abuse of the corporate form. The fact that Mr Salomon paid off existing creditors before incorporating his business is of imperative company law essay. Due to this it was accepted that company law essay intentions for incorporation were neither fraudulent nor intended to avoid existing legal obligations.
Yet inherent within the separate entity and company law essay liability principles is potential for abuse by shrewd entrepreneurs. It becomes possible to use the corporate vehicle as a means for avoiding liabilities and duties. In a modern age whereby the corporate group is in existence, it also becomes possible for a parent company to set up a subsidiary company in order to transfer its liabilities, and then declare the subsidiary company bankrupt thereby leaving creditors out in the cold.
A flood of case law permeates this area of company law. Academics such as Farrar argue that lifting the veil of incorporation has not been done in any sort of systematic way; and that despite there being broad policy reasons for refusing to recognise some company law essay as separate entities there is no one unifying principle underlying all of this. Whereas Gallagher and Zeigler argue that all interventionist judgements that lift the corporate veil are in actual fact based on the courts perception of justice and its refusal to allow injustice occur by adoption of the corporate form.
The Salomon principle was as mentioned earlier based on good faith, and thus it is not logically possible that the House of Lords intended to establish a means for legal fraud. Thereby it is of no surprise that the veil has been lifted in circumstances where recognition of the separate entity principle would be used company law essay an engine of fraud.
The Salomon principle has led to a lot of debate with regards to what has become known as the single economic unit. Sometimes corporate groups with various subsidiaries that are in essence all separate legal entities will not be considered as such. Instead the court will have regard to the economic framework of the group as a whole. Yet the decision here in DHN Foods to disregard the separate legal identity of all companies involved and to recognise them as one main company, based mainly on economic arguments has not been followed enthusiastically by the Courts.
Indeed the Court of Appeal in the later case of Multinational Gas and Petroleum Co v Multinational Gas and Petroleum Services Ltd [16] indicates that DHN Foods was an aberration. Further cases have reasserted the importance of the separate entity principle as enunciated in Salomon v Salomon and reasserted in Adams v Cape Industriesnotably the decisions in Re Polly Peck International Plc In Administration [20]company law essay, Yukong Line Ltd of Korea v Rendsberg [21]and Ord v Belhaven [22].
Inherent within these decisions and undoubtedly linked to the question of corporate group structure is the question of justice.
In the Court of Appeal told us in Re A Company [23] that the Court will pierce the corporate veil in order to achieve justice. save in cases which turn on the wording of particular statutes or contracts, the court is not free to disregard company law essay principle of Salomon merely because it considers that justice so requires.
The case of Williams v Natural Life Health Foods [26] serves to reiterate the separate entity and limited liability principles, by highlighting the difficulty in lifting the corporate veil in company law essay to sue the Managing Director. Of paramount importance to this certainty is the detail of timing: timing in relation to the setting up of new corporations and timing in relation to switching assets around between these corporations, company law essay.
It becomes apparent that asset restructuring is of no problem whatsoever as long as it is clear that its purpose is not to evade pre existing legal duties. One recent anomaly must however be mentioned. The decision in Connelly v RTZ [28] seems to disregard all of this and the corporate veil is lifted in favour of justice.
It is my contention that following recent case law such as Re Polly Peck and Yukong v Rendsbergthe Connelly v RTZ decision is merely an aberration and notice must be had to the composition of the House of Lords at this time.
Undoubtedly future judicial decisions will in fact clarify the situation, however I am of the belief company law essay this case, with its departure from the commercial principle of certainty is not likely to be followed, company law essay.
Thus recent case law points to the importance of the Salomon principle in that companies will be regarded as separate legal entities with their own liabilities and obligations unless there seem obvious reasons to disregard the corporate veil.
When I say obvious I refer to reasoning that would allow fraud, company law essay. Judicial decisions have varied with time, choosing to follow Salomon, company law essay, then disregard it by lifting the corporate veil and now more recently to show company law essay allegiance to Salomon once more. Legislative measures are in fact based on technicalities [29] or the prevention of wrongdoing i.
Inextricably linked within this is a concern for justice; yet I feel this only extends as far as to include notions company law essay commercial wrongdoing that strategically plan to defraud others by evading liabilities and obligations, company law essay. For surely the whole notion of incorporation carries with it notions of risk taking and it would be impossible to protect against all of this. The judicial emphasis on certainty is the right one, for in a commercial world full of risky transactions the notion of justice becomes a subjective one and thus the clearer notion of certainty becomes company law essay important, company law essay.
Ireland et company law essay, "The Conceptual Foundations of modern Company Law" 14 Journal of Law and Society Gilford Motor Co. v Horne [] Ch. N Food Distributors v Tower Hamlets L.
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McGhee and Williams, The business of Company Law Moghadam, "Will Salomon meet the same fate as Solomon? Ireland et al 14 JLS Moghadam in QMWLJ 1 p Gallagher and Zeigler S, company law essay, Insolvency Act Top pages:. Most popular areas:.
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