The Veil of Incorporation

Paper Summary:

By reviewing the case of Salomon vs. Salomon the paper considers the implications of the separate legal entity theory of the corporation. The paper examines the reluctance of the courts to examine the true nature of the corporation and attribute accountability to the officers and shareholders of the company.

Outline
The Corporation
The Artificial Entity
Salomon v. Salomon & Co. Ltd
Unifying Process?
Tortious Responsibility
Tax
Gap Filling
Legislative Lifting
Consequences
Conclusion

From the Paper:

"Examples of case law have shown us that the courts are not willing to allow individuals to use the corporate form to "evade a contractual or legal obligation". This has been clearly demonstrated with the preceding case law, in particular in the case of Adams v. Cape Industries where this principle has been brought to the forefront of British Company Law and practice . However, in Adams v. Cape Industries, the courts were only contending with a speculative tortious liability, here we are concerned with the principles of the company or individuals, prior to incorporation, committing a fraud and denying another of their legal rights. The question that the courts need to address in their decision making process is the timing of the fraud being committed."

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