Piercing the Corporate Veil - Should English Law Go Dutch?

Piercing the Corporate Veil - Should English Law Go Dutch?
Author: Magdalena Kucko
Publisher:
Total Pages: 31
Release: 2018
Genre:
ISBN:

English law is known for its robust approach to the issue of veil piercing. As such, it does not allow creditors to hold shareholders liable for company debts. This means that in the absence of contractual guarantees, shareholders are generally able to escape liability for failure within their company. On the other hand, the Dutch legal system allows creditors to seek recourse against shareholders by way of circumventing the separate legal personality of corporations through the operation of tort. In the Netherlands, the so-called 'indirect veil piercing' according to which shareholders can be held liable on the basis of tort, is deeply embedded in the legal system. This paper analyses some recent major developments in English tort law and concludes that a shift towards a more flexible, tort-law based approach to corporate veil piercing would be a much welcomed development leading to greater creditor protection.

Piercing the Corporate Veil

Piercing the Corporate Veil
Author: Michala Rudorfer
Publisher: GRIN Verlag
Total Pages: 65
Release: 2009-07
Genre: Law
ISBN: 3640383796

Seminar paper from the year 2006 in the subject Law - Civil / Private / Trade / Anti Trust Law / Business Law, grade: A (1,0), New York University School of Law, language: English, abstract: Corporate law aims at protecting shareholders from being subject to personal liability for the risks of conducting business. The state created a corporate fiction which is a separate legal entity and distinctive from the shareholders and which offers the primary advantage of limited share-holder liability. The underlying notion is to encourage shareholders to provide capital and take on risky investments. In this way, the risk is shifted towards third parties and costs are external-ized. Overall, this investor attitude encourages economic development. Hence, limited liability can be seen as the "cornerstone of capitalism". However, as moral hazard comes into play, the externalization costs might exceed the benefits and, thus, damage third parties. In order to pro-mote justice, the presumption of limited liability must be occasionally rebutted and personal li-ability imposed on shareholders. This concept known as piercing the corporate veil will be elabo-rated on in detail in this paper. The doctrine is of crucial importance since it is the most litigated issue in corporate law. Regrettably, it is also among the most confusing areas of law. "'Pierc-ing' seems to happen freakishly. Like lightening, it is rare, severe, and unprincipled." The objective of this paper is to lift the confusion of the doctrine and answer the question whether piercing the corporate veil is a sound concept. Moreover, it will be analyzed whether it is the pre-vailing alternative in dealing with the moral hazard problem of limited liability. Therefore, Part I will start with an explanation of piercing and the historical development of the doctrine. Competing doctrines of piercing will be presented and form the basis for the subsequent analysis of the main requirements for piercing. To illustrate the applica

Piercing the Corporate Veil

Piercing the Corporate Veil
Author: Michala Rudorfer
Publisher: GRIN Verlag
Total Pages: 30
Release: 2009-07-27
Genre: Law
ISBN: 3640383818

Seminar paper from the year 2006 in the subject Law - Civil / Private, Trade, Anti Trust Law, Business Law, grade: A (1,0), New York University School of Law, language: English, abstract: Corporate law aims at protecting shareholders from being subject to personal liability for the risks of conducting business. The state created a corporate fiction which is a separate legal entity and distinctive from the shareholders and which offers the primary advantage of limited share-holder liability. The underlying notion is to encourage shareholders to provide capital and take on risky investments. In this way, the risk is shifted towards third parties and costs are external-ized. Overall, this investor attitude encourages economic development. Hence, limited liability can be seen as the “cornerstone of capitalism”. However, as moral hazard comes into play, the externalization costs might exceed the benefits and, thus, damage third parties. In order to pro-mote justice, the presumption of limited liability must be occasionally rebutted and personal li-ability imposed on shareholders. This concept known as piercing the corporate veil will be elabo-rated on in detail in this paper. The doctrine is of crucial importance since it is the most litigated issue in corporate law. Regrettably, it is also among the most confusing areas of law. “’Pierc-ing’ seems to happen freakishly. Like lightening, it is rare, severe, and unprincipled.” The objective of this paper is to lift the confusion of the doctrine and answer the question whether piercing the corporate veil is a sound concept. Moreover, it will be analyzed whether it is the pre-vailing alternative in dealing with the moral hazard problem of limited liability. Therefore, Part I will start with an explanation of piercing and the historical development of the doctrine. Competing doctrines of piercing will be presented and form the basis for the subsequent analysis of the main requirements for piercing. To illustrate the application of the doctrine, Part II will discuss four landmark cases. In Part III, the interplay of limited liability and veil-piercing will be as-sessed in different contexts of law. Afterwards, Part IV will elaborate the suitability of the con-cept compared to different alternatives. Finally, a conclusion will be drawn and the initial ques-tion will be answered. [...]

Piercing the Corporate Veil

Piercing the Corporate Veil
Author: Karen Vanderkerckhove
Publisher:
Total Pages: 0
Release: 2007
Genre: Conflict of laws
ISBN: 9789041125910

"This study clears up some of the mists hanging around the concept of corporate veil piercing. What exactly is corporate veil piercing and in which situations does it occur? What are the legal rules involved? Following a short overview of the applicable law in the six legal systems that are the subject of this study - those of Belgium, the Netherlands, France, Germany, the United Kingdom, and the United States - the author proceeds with a more profound analysis from a functional comparative perspective, starting from particular situations that typically call for shareholder liability for the debts of subsidiary companies." "Dr. Vandekerckhove's study is the most comprehensive, far-reaching, and up-to-date study of this important growing area of corporate law practice. As such it will prove of great value to practitioners, judges, and academics in the field, and will prove its worth anywhere in the world where the presence of multinational corporations is felt." --Book Jacket.

Prest v Petrodel. Veil piercing, corporate veil and the dichotomy introduced by Lord Sumption

Prest v Petrodel. Veil piercing, corporate veil and the dichotomy introduced by Lord Sumption
Author: Hania Shakeel
Publisher: GRIN Verlag
Total Pages: 15
Release: 2022-05-16
Genre: Law
ISBN: 3346646173

Essay from the year 2022 in the subject Law - Comparative Legal Systems, Comparative Law, Brunel University, course: LAW LLB, language: English, abstract: This essay will examine the area of corporate piercing after the leading UK company law decision of the UK Supreme Court "Prest v Petrodel Resources Ltd". With the support of case-laws and the commentary by critics, it will be demonstrated that besides Prests’ efforts, it has failed in its’ aims of providing clarity to the law. The following arguments will be discussed: veil piercing as the remedy of last resort and corporate veil is just a label of an existent principle. Furthermore, the dichotomy introduced by Lord Sumption in evasion and concealment, with support of case laws.

Piercing the Corporate Veil Doctrine Under English Company Law After Prest V Petrodel Decision

Piercing the Corporate Veil Doctrine Under English Company Law After Prest V Petrodel Decision
Author: Ariel Mucha
Publisher:
Total Pages: 21
Release: 2018
Genre:
ISBN:

The Supreme Court case Prest v Petrodel Resources Ltd [2013] 2 AC 415 addresses the issue of whether, and if so in what way, the court is competent to pierce the corporate veil save any specific statutory authority to do so. In this context, Lord Sumption sheds further light on the doctrine of abuse of corporate personality under English law. Foremost, he draws a distinction between the evasion and concealment situations. The first involves situation, in which the person sets up the company with the aim of avoiding the prior obligation incumbent upon him or her. The second occurs when the relevant identity of “real actors” is hidden behind the corporate veil. In the Lord Sumption's opinion, only evasion may justify the application of the piercing the corporate veil doctrine. This article aims to find the rationale behind introduction of evasion and concealment principle, which seems to be the restriction of the piercing the corporate doctrine to the point where it will have no practical meaning for future cases.The Supreme Court case Prest v Petrodel Resources Ltd [2013] 2 AC 415 addresses the issue of whether, and if so in what way, the court is competent to pierce the corporate veil save any specific statutory authority to do so. In this context, Sumption LJ sheds further light on the doctrine of abuse of the company personality under English law. Foremost, he draws a blurred line between the concept of the piercing and lifting corporate veil. The intended strong limitation of the exception to the strict approach articulated in Salomon v A Salomon & Co Ltd [1897] A.C. 22 - separation of legal person from its shareholders and no prospects to make shareholder a party to the agreement concluded by the company - seems to be a failure yielding more doubts than providing a clearly articulated legal framework. This article argues against this approach and it suggests that the piercing veil doctrine needs to be forgotten once and for all.

Piercing the Corporate Veil

Piercing the Corporate Veil
Author: Roberto Miguel Rodriguez
Publisher:
Total Pages: 0
Release: 2023-10-02
Genre:
ISBN:

"Piercing the Corporate Veil: A Comprehensive Guide for Attorneys" delves into the legal doctrine that allows litigants to hold shareholders personally liable for the actions of a corporation. Recognized as a fundamental tenet in corporate law, this principle ensures the proper balance between protecting individual shareholders from personal liability and preventing the misuse of the corporate structure for fraudulent purposes. The essay provides an in-depth exploration of the criteria courts employ to determine when it is appropriate to "pierce the veil," emphasizing factors such as undercapitalization, commingling of funds, and disregard for corporate formalities. Additionally, the essay discusses notable case precedents, jurisdictional variations, and offers tactical recommendations for attorneys both seeking to pierce, and defend against piercing, the corporate veil. Essential for both novice and seasoned corporate attorneys, this comprehensive guide seeks to elucidate a complex yet crucial area of corporate law, ensuring the equitable administration of justice in corporate litigations.

Clarifying the Rules for Piercing of the Corporate Veil

Clarifying the Rules for Piercing of the Corporate Veil
Author: Peter S. Spiro
Publisher:
Total Pages: 21
Release: 2013
Genre:
ISBN:

The principle of corporate limited liability emerged in the early 19th century in the United States, and spread to Canada and England in the 1850s. It was a major legal and economic innovation that facilitated the growth of large scale enterprise, without which the modern economy would not be possible. However, courts quickly became aware that the corporate form could be abused for fraudulent purposes. Equity will not countenance fraud, and judicial discretion was applied to pierce the corporate veil. This remedy is a very common one, with thousands of cases reported in Canada in which a plaintiff has sought to hold the shareholders liable for the actions of a corporation. Unfortunately, its application is inconsistent and unpredictable, and the doctrine has quite aptly been labelled as incoherent. It is most frequently applied against small, closely held corporations, and creates uncertainty for these business owners. This paper looks at some key cases to determine what the doctrine of piercing the veil aims to achieve, and how it often fails. It suggests some amendments to the Business Corporations Act to create a statutory basis for curtailing limited liability in appropriate circumstances, that should lead to more consistency and predictability.

Company Law

Company Law
Author: Devi Saran Chopra
Publisher:
Total Pages: 467
Release: 2013
Genre: Corporation law
ISBN: 9788171772629