Outline and Critically Discuss the Statutory and Common Law Examples of `Lifting the Veil` on Corporate Personality.

Alvis Corporation case (15 points). Refer to the case on pp. 93-94 of the Daft text and answer these questions:

"Factors considered by the court in determining whether to pierce the corporate veil include failure to

Although courts are reluctant to hold an active shareholder liable for actions that are legally the responsibility of the corporation, even if the corporation has a single shareholder, they will often do so if the corporation was markedly noncompliant, or if holding only the corporation liable would be singularly unfair to the plaintiff. The ruling is based on common law precedents. In the US, different theories, most important "alter ego" or "instrumentality rule", attempted to create a piercing standard. Generally, the plaintiff has to prove that the incorporation was merely a formality and that the corporation neglected corporate formalities and protocols, such as voting to approve major corporate actions in the context of a duly authorized corporate meeting. This is quite often the case when a corporation facing legal liability transfers its assets and business to another corporation with the same management and shareholders. It also happens with single person corporations that are managed in a haphazard manner. As such, the veil can be pierced in both civil cases and where regulatory proceedings are taken against a shell corporation.

The defendant, in my opinion, does not have a case, at all. Although, one ruling cited the timing of the filing as an issue and the company argued

2. Is it possible to lift or pierce the corporate veil of corporate groups on the basis that:

Plaintiff, Kaycee Land and Livestock, opened a case to hold Defendant, Roger Flahive, personally liable for (contamination) damages after an agreement made by Flahive’s LLC, Flahive Oil & Gas. The District Court of Johnson County presented the case to the Supreme Court of Wyoming to determine if Flahive could be held personally liable. Kaycee Land and Livestock contracted with Flahive Oil & Gas in order to use the surface of the land to raise the Plaintiff’s livestock. Kaycee Land and Livestock claims that Flahive Oil & Gas contaminated the surface area, leaving it useless for Kaycee Land and Livestock’s needs. Flahive Oil & Gas does not have any assets. Therefore, Kaycee Land and Livestock wants to use general corporate veil-piercing principles

This case shows that Shaffer filed a shareholder’s derivative suit in Delaware state court against Heitner and 28 corporate officers for violating their duties while in Oregon resulting in corporate liability for lots of damages in an antitrust suit, plus a fine in criminal actions. In demand, he filed motion for possession of Delaware property of the defendants. Heither didn’t sign residency in Delaware and owned one share of Greyhound stock. Heither filed for motion legal possession of Greyhound’s stock owned by 21 of the corporate officers in order to keep quasi-in-rem jurisdiction. Delaware’s statute allowed assets in the state to be seized by the court to keep personal ownership. Shaffer challenged the court’s jurisdiction on obtaining

Your honors, this case is about the fundamental right of shareholder protection. The right of a small businesswoman to pursue her goals and not be punished for her initiative and contribution that is so essential to American business. That is the right

Woodward, S., Bird, H. & Sievers, S. (2005). Corporations Law in Principle 7th ed. Pyrmont, NSW: Lawbook Co.

This case (Copthorne Holdings Ltd. v. Canada) is similar to the case being analyzed (Groupe Honco Inc. v. Her Majesty The Queen) in the fact that they both seem to be entering amalgamations in order to receive a tax free benefit. In Copthorne Holdings Ltd. v. Canada, the PUC of the previously known subsidiary became included in the PUC of the amalgamated corporation. In Groupe Honco Inc. v. Her Majesty The Queen, the capital dividend account of Old Supervac transferred to the amalgamated corporation New Supervac. In order to receive tax free benefits, the parent and subsidiary corporations in Copthorne Holdings became sister corporations prior to amalgamation in order to have a larger PUC. When shares were redeemed and a payout occurred to the non-resident shareholder, it was much larger than it would have been had the subsidiary PUC been cancelled upon amalgamation. In the Groupe Honco case, the acquirers of the Old Supervac claimed to have no knowledge of the capital dividend account. When the CDA came to light, they then tried to pay out a capital dividend from New Supervac to Groupe Honco who then paid a capital dividend to Gestion Paul Lacasse. In both situations the parties are disobeying the anti-avoidance rule.

In order to establish the liability of each party involved, it must first be determined whether the liable party will be KAL itself as a corporate personality or its directors. The case of Salomon v Salomon & Co Ltd has established the legal principle of a company as a separate legal entity with its own rights and responsibilities. This legal doctrine was reaffirmed in Andar Transport Pty Ltd v Brambles Ltd when Justice Kirby held that “the mere fact that the company may be owned or controlled

Limited liability has been the prevailing rule for corporations for more than a century. It creates incentives for excessive risk-taking by allowing companies to avoid the full costs of their activities. Strict application of this rule in all cases would lead to inflexibility and injustice, particularly in tort cases. Therefore, as suggested by Stephen Griffin—“in the interests of justice and to prevent subsidiary companies being used as convenient risk takers for their parent…the [corporate] veil must not become immovable.”[1] On the other hand, basing justice as the sole ground for veil lifting would undermine commercial certainty. The facts of each case should

There is no clear framework of the rules that would cover the contingencies of a ruling to pierce the corporate veil Idoport Pty Ltd v National Australia Bank Ltd. The corporate Veil usually protects owners and shareholders from being held liable for corporate duties. Yet again a decision made by the court to lift that veil and would place the liability on shareholders, owners, administrators, executives and officers of the company without ownership interest. The purpose of this essay is to conduct an analysis on the concept of lifting the corporate veil and to review the different views on its fairness and equitability to present a better understanding of the notion, the methods used was throughout researching the numerous scholars views on the subject, case law and statutes examples, and the evidence provided by the empirical study of Ramsay & Noakes. When we discuss the lifting the corporate veil the first case that pops out is the case of Salomon V A. Salomon & Co Ltd, since the decisions of applying the corporate veil were first formed as a consequence of this case. The idea covers all of company law and distinguishes that a company is a separate legal entity from its members and directors. Furthermore, spencer (2012); have indicated that one of the core principles that followed the decision in Salomon v Salomon was the wide acceptance one man company’s. However In order to form a

In a world obsessed with profit and revenue, some companies forgo their morals for financial profit. These companies tend to operate with a lack of “transparency” on numerous levels: externally, in regards to how the business interacts with consumers; and internally, in regards to how management makes decisions and steer the company. In order to display the importance of “transparency,” one must know how “transparency” works / what it is. Once this knowledge is established, incorporation and sustainment of “transparency” become the next the objective. By achieving “transparency,” a company benefit greatly in multiple facets, where they may have suffered before. An ideal way to see these benefits or consequences is to view real-world examples of “transparency” and “non-transparency” in ethical and unethical companies, respectively.

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