Academic literature on the topic 'Corporate veil of legal personality'
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Journal articles on the topic "Corporate veil of legal personality"
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Gu, Guang Shu. "Research of Legislation and Practice for Piercing the Corporate Veil under New Companies Act in China." Advanced Materials Research 488-489 (March 2012): 1243–47. http://dx.doi.org/10.4028/www.scientific.net/amr.488-489.1243.
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Pierce the corporate veil rules together with the company's independent personality constitutes a complete, rigorous corporate system. Pierce the corporate veil rules as part of a corporate system, and improve its position in the supplement, which is the balance between corporate interests of shareholders and creditors of the company's results. Pierce the corporate veil rules apply to particular legal relationship, it is by denying the company's independent personality behind the company investigated for abuse of corporate personality and limited liability of shareholders independent of the liability of shareholders. Make up the deficiencies inherent in the corporate system to protect the legitimate interests of creditors of the company. Pierce the corporate veil in order to achieve the value of the rules of fairness and justice, our country should be based on the theory from abroad. With China's judicial practice, judicial interpretation and give full play to the role of a typical case, a reasonable allocation of the burden of proof. Prudential rules applicable to pierce the corporate veil and do advance prevention. Try to avoid piercing the corporate veil applies the rules to further improve the new company law in China under the rule of piercing the corporate veil.
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Kusuma, Ng Catharina Enggar, and Fl Yudhi Priyo Amboro. "Doing the Corporate Business with Piercing the Corporate Veil Doctrine: Indonesia, Us And Uk Perspective." Sociological Jurisprudence Journal 3, no. 2 (August 7, 2020): 126–29. http://dx.doi.org/10.22225/scj.3.2.1832.126-129.
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The absence of piercing the corporate veil doctrine in the Indonesian company law shows that the subsidiaries of such corporate groups are considered a separate legal personality, hence it is probably almost impossible to held the parent company liable for its subsidiaries’ legal actions under any conditions. This research adopted a normative legal research with a comparative law study method. The goal of this research is describe the implementation of piercing the corporate veil doctrine in Indonesia, US and UK, then to make the points of contribution of this doctrine to be regulated properly in Indonesia. In fact, piercing the corporate veil doctrine is implemented in Indonesia, although there was not any normative legal basis of the doctrine itself, whereas in US and UK, the doctrine is implemented and further developed through precedents. Therefore, since there is an evident relationship between a parent company and its subsidiary, whereby in certain cases the parent company can and should be held liable for the acts of its subsidiary, there should be a more explicit regulation regarding both corporate groups and piercing the corporate veil doctrine.
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Tweedale, Geoffrey, and Laurie Flynn. "Piercing the Corporate Veil: Cape Industries and Multinational Corporate Liability for a Toxic Hazard, 1950–2004." Enterprise & Society 8, no. 2 (June 2007): 268–96. http://dx.doi.org/10.1017/s1467222700005863.
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The ‘corporate veil’ refers to the separation of legal identity between parent firms and their subsidiaries, which gives the parent protection against the liabilities of its subsidiaries. Fearing that such liability protection would facilitate illicit activity, early twentieth century courts, especially in America, would sometimes ‘pierce’ the corporate veil. This article explores Adams v. Cape (1990), in which American plaintiffs attempted to persuade the English courts to lift the corporate veil and impose liability for industrial disease on Cape Industries, a leading U.K. asbestos manufacturer. This landmark case shows how corporate strategy can be closely intertwined with international corporate law and occupational health and safety issues. It also highlights how limited liability law and separate legal personality can result in significant injustice to claimants against multinational enterprises.
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Гутников, Олег, and Olyeg Gutnikov. "Responsibility before creditors in the corporate relations: tendencies and prospects of development of rules of law." Journal of Russian Law 2, no. 7 (September 18, 2014): 20–31. http://dx.doi.org/10.12737/4820.
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This article is about the corporate disregard. Explicates the main principle of corporate law — separation of legal entity (separate legal personality) and separation of corporate property from person and property of participants of that corporation (separation principle). Author analyzed norms of the existing legislation, which are departing from this principle and allow cases to make the founders of a legal entity (or other persons having the ability to determine the actions of the legal entity) accountable for the obligations of that legal entity. Define the boundaries of application of the “piercing the corporate veil” doctrine, on the creation the legal rules on the liability to creditors of the legal person founders and other persons. The author concludes that the application of the “piercing the corporate veil” doctrine is possible only in case of corporate property deficiency during the creation or liquidation of juridical persons. Proposed to extend the relevant uniform rules on any legal entity. At the same time substantiates the thesis against use of the “piercing the corporate veil” doctrine during the existence of the legal entity as violating “the principle of separation”. The author writes about necessity exemption in applicable law cases of the “piercing the corporate veil” doctrine during the existence of the legal entity. Also attention turn to the vagueness of “reverse veil piercing” doctrine in the domestic law, when it concern the interests of the creditors-participating entity, in cases when it is possible to hold a legal entity accountable for the debts of its founders (participants) or the owner of the property.
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Xiao, Luo, and Jun Chen. "The Sword Hanging High—Discussion on the Enlightenment of the “Piercing the Corporate Veil” System to Company Operation and Its Effects." Journal of Economics and Public Finance 7, no. 5 (September 23, 2021): p1. http://dx.doi.org/10.22158/jepf.v7n5p1.
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“Piercing the corporate veil” system is a subversion and exception to the company’s independent personality system and the shareholder limited liability system, but these two are dialectically unified, which are like two sides of a coin. Enriching and improving the legal person system can pave a smooth way for the construction of a fair and legal business environment. Through case study, analysis and comment, this article will explore what enlightenment and guiding role “piercing the corporate veil” system has in corporate operation, and how to ring the alarm to operators and shareholders. Through case study and review, this article summarizes the practical effects of “piercing the corporate veil” system, and help readers have a deeper understanding of the important status of this system.
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Bouckaert, Boudewijn. "Corporate Personality: Myth, Fiction or Reality?" Israel Law Review 25, no. 2 (1991): 156–86. http://dx.doi.org/10.1017/s0021223700010347.
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1. When touching upon the question of the nature of corporate personality most lawyers will at best make a link with some paragraphs from the introduction to their commercial law course. They will remember that during the nineteenth century fierce theoretical battles were fought on questions such as whether we should treat supra-individual and non-individual entities as “persons”, under what conditions we should recognize their personality and what should be the legal consequences of such recognition. But no matter how interesting this debate must have been, to revive it is tantamount to becoming a public menace. Already in 1953 H.L.A. Hart, certainly an authority on legal theory, declared that “the juristic controversy over the nature of corporate personality is dead”. In many respects this assessment is correct. Despite the numerous differences about the conditions of recognition, about the possible types of corporations and associations which are subject to corporate personality, about the solidity of the corporate veil, we can observe that nearly all legal systems in the world adopt the notion of corporate personality as such. We may assume the notion will become even more important in the former socialist world, as these countries try hard to reshape their economies along the lines of the market economies in the Western world.
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Phiri, Siphethile. "Piercing the corporate veil: A critical analysis of section 20(9) of the South African Companies Act 71 of 2008." Corporate & Business Strategy Review 1, no. 1 (2020): 17–26. http://dx.doi.org/10.22495/cbsrv1i1art2.
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When a company is incorporated it becomes a juristic entity with rights and obligations of its own and is distinct from its shareholders and directors. Hence, company liabilities are not those of its shareholders and directors. However, section 20(9) of the Companies Act 71 of 2008 grants the court the discretion to disregard the corporate veil where there is an unconscionable abuse of the juristic personality so as to impose personal liability upon directors or any other person involved in that transaction. However, the section fails to define what constitutes “unconscionable abuse” which is the key to the application of that provision. This research thus seeks to discover what constitutes unconscionable abuse of the juristic personality. Simply put, this research aims to identify the circumstances under which the corporate veil may be pierced. The results from this extensive inquiry are that the term ‘unconscionable abuse’ is a legislative derivate from the various terms used by the courts at common law to justify the disregarding of the separate legal personality of the corporate entity. Therefore, the inescapable conclusion reached is that just as those terms used at common law are confounding, so shall this rather legislative innovation remain to be confounding until a specific meaning is assigned to it by the parliament.
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Dinstein, Yoram. "International Criminal Law." Israel Law Review 20, no. 2-3 (1985): 206–42. http://dx.doi.org/10.1017/s0021223700017635.
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The individual human being is manifestly the object of every legal system on this planet, and consequently also of international law. The ordinary subject of international law is the international corporate entity: first and foremost (though not exclusively) the State. Yet, the corporate entity is not a tangible res that exists in reality, but an abstract notion, moulded through legal manipulation by and within the ambit of a superior legal system. When the veil is pierced, one can see that behind the legal personality of the State (or any other international corporate entity) there are natural persons: flesh-and-blood human beings. In the final analysis, Westlake was indubitably right when he stated: The duties and rights of States are only the duties and rights of the men who compose them.That is to say, in actuality, the international rights and duties of States devolve on human beings, albeit indirectly and collectively. In other words, the individual human being is not merely the object of international law, but indirectly also its subject, notwithstanding the fact that, ostensibly, the subject is the international corporate entity.
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Nwafor, Anthony O. "Piercing the corporate veil: An incursion into the judicial conundrum." Corporate Board role duties and composition 11, no. 3 (2015): 136–52. http://dx.doi.org/10.22495/cbv11i3art11.
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Once a company is incorporated, it enjoys, by the power of the law, a personality which is distinct from those of the incorporators. This invariably implies that those running the affairs of the company do not incur personal liability in the course of doing so. The same legal might which forms the basis for corporate existence also regulates its purpose to afford protection to those dealing with the company by ensuring that the controllers of those corporations do not use them to pursue improper personal agenda. The courts have shown the willingness to disregard the corporate entity and impose personal liabilities on the controllers when such improprieties occur. The paper examines the judicial authorities especially in South Africa and the United Kingdom. They reveal a significant level of inconsistencies in the exercise of this equitable power of the court. The paper further examines the recent legislative intervention in South Africa and argues that unless specific guidelines are provided by parliament on when the corporate veil could be pierced, the courts will continue to address this issue as a matter of judicial discretion and which is at the root of the inconsistent and conflicting judicial pronouncements in this vital area of corporate governance.
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Allan, Gregory, and Stephen Griffin. "Corporate personality: utilising trust law to invoke the application of the concealment principle." Legal Studies 38, no. 1 (March 2018): 79–102. http://dx.doi.org/10.1017/lst.2017.2.
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AbstractThe landmark Supreme Court judgment in Prest v Petrodel Resources Ltd provides a significant reassessment of the law relating to a court's ability to circumvent corporate personality. The Supreme Court considered that the application of ordinary legal principles (‘the concealment principle’) should ordinarily override a court's ability to apply an equitable veil-piercing doctrine (‘the evasion principle’). Whilst accepting the primacy of the concealment principle, this paper disputes the correctness of the Supreme Court's implied assertion that, in cases concerning ‘one-man type’ companies, the concealment principle should be advanced through application of agency-derived principles. Rather, this paper contends that the concealment principle should be progressed by adopting solutions derived from the law of constructive trusts and associated principles of equity. To an objective of providing a doctrinally sound framework for the development of the law in the post-Prest era, this paper further suggests that the constituent elements of the evasion principle could be consistent with the operation of a distinct species of constructive trust. Moreover, it is argued that, in future, this ‘evasion trust’ should, in complete abrogation of the equitable piercing doctrine, be developed so as to apply in all cases exhibiting intentional and fraudulent abuses of the incorporation process.
Dissertations / Theses on the topic "Corporate veil of legal personality"
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Lima, Luciane Pimentel de. "O incidente de desconsideração de personalidade jurídica e sua aplicação no redirecionamento da execução fiscal." Pontifícia Universidade Católica de São Paulo, 2018. https://tede2.pucsp.br/handle/handle/21635.
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Luciane Pimentel de Lima.pdf: 1434579 bytes, checksum: f28dcaab06138d81b730f217e7971e80 (MD5)Made available in DSpace on 2018-11-26T10:54:51Z (GMT). No. of bitstreams: 1 Luciane Pimentel de Lima.pdf: 1434579 bytes, checksum: f28dcaab06138d81b730f217e7971e80 (MD5) Previous issue date: 2018-10-05
This paper’s purpose is to analyze the disregard of legal personality institute, provided for in article 50 of the Civil Code (CC) and that of tax liability, especially that provided for in 135, III, of the National Tax Code (CTN). It will be also studied the possibility of applying the Incident of Disregard of Legal Personality (IDPJ), innovation of the new Civil Procedure Code (Law nº 13.105/2015), regarding the tax foreclosure procedures
O presente trabalho tem por objetivo a análise dos institutos da desconsideração da personalidade jurídica, prevista no artigo 50 do Código Civil, e da responsabilidade tributária, principalmente no art. 135, III, do Código Tributário Nacional, de modo a verificar se a responsabilidade tributária pode ser considerada uma forma particularizada de desconsideração ou se são institutos totalmente diversos. Além disso, será examinada a possibilidade da aplicação do Incidente de Desconsideração da Personalidade Jurídica, procedimento trazido pelo novo Código de Processo Civil (Lei nº 13.105/2015), na seara tributária, principalmente nas execuções fiscais
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Gindis, David. "The nexus paradox : legal personality and the theory of the firm." Thesis, University of Hertfordshire, 2013. http://hdl.handle.net/2299/11351.
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In the last four decades, one of the fastest-growing fields of research in economics has been the contractual theory of the firm developed in Coase’s (1937) footsteps. Yet despite what otherwise seems to be a genuine success story the question of the nature of the firm remains an empirical and theoretical challenge, painfully illustrated by the lack of consensus regarding the definition and boundaries of the firm. The argument of this thesis is that many thorny questions that plague the literature, including issues related to ownership, boundaries, and intra-firm authority, are due to the fact that contractual theorists of the firm have generally overlooked a key legal feature of the economic system, without which theories of the firm are like Hamlet without the Prince. An elementary institutional fact about firms and markets is that in order to become a fully operational firm in a modern market economy, an entrepreneur or an association of resource owners need to go through a registration or incorporation procedure by which the legal system creates a separate legal person or legal entity in which ownership rights over assets used in production are vested, in whose name contracts are made, and thanks to which the firm has standing in court. With this assignment of legal personality, the legal system creates the efficiency-enhancing nexus for contracts that literally carries the organizational framework of the firm, and secures its continuity by locking-in the founders’ committed capital, thereby allowing them to pledge assets, raise finance and do business in the firm’s own name. Given the basic principle that only legal persons may own property and have the capacity to contract, and the implication that legally enforceable contracts can only exist between legal persons, it is something of a paradox that the notion of legal personality is absent from the prevailing narrative in the contractual theory of the firm. The thesis examines the reasons behind this state of affairs, and identifies alongside the widespread view among economists that firms can be defined with little or no reference to law, particularly statutory law, the lasting influence of Jensen and Meckling’s (1976) ambiguous dismissal of legal personality as a legal fiction that unavoidably leads to misleading reification. In order to disentangle the issues involved, the thesis puts this argument into historical perspective, and suggests that much can be learned from the corporate personality controversy that in the past has addressed the same questions. As the overview of the history of this debate reveals, the category mistakes that Jensen and Meckling presented as inevitable can be easily avoided once the meaning and functions of legal personality are properly understood. The thesis dispels enduring misunderstandings surrounding the notion of personhood, and proposes a legally-grounded view of the nature and boundaries of the firm that recognizes in law’s provision of legal entity status a fundamental institutional support for the firm while fitting the overall Coasean narrative.
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Caillet, Marie-Caroline. "Le droit à l'épreuve de la responsabilité sociétale des entreprises : étude à partir des entreprises transnationales." Thesis, Bordeaux, 2014. http://www.theses.fr/2014BORD0234/document.
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Les entreprises sont aujourd’hui au coeur des échanges économiques mondiaux. Ces échanges se traduisent par la mise en place de relations commerciales desquelles peuvent émerger des structures souvent complexes et difficilement saisissables par le droit : les entreprises transnationales. Aucune réponse juridique satisfaisante n’a encore été trouvée pour les encadrer, alors que paradoxalement, la RSE donne naissance à des normes, des outils et des instruments pour les responsabiliser. L’étude de la responsabilité sociétale des entreprises transnationales à travers le prisme du droit révèle en réalité l’émergence d’un cadre de régulation hybride : les normes de RSE s’immiscent dans le droit, conduisant celui-ci à s’emparer de ces normes à son tour. Cet échange permet d’aborder l’entreprise transnationale à travers une approche nouvelle, tirée des normes de RSE, c’est-à-dire à travers son organisation et ses fonctions. Les relations de l’entreprise avec ses partenaires commerciaux deviennent alors une assise potentielle pour le droit, davantage que son statut ou que sa structure juridique, à partir desquelles peuvent être imputées des obligations, aujourd’hui inexistantes. Une fois l’entreprise transnationale saisie, c’est un cadre juridique adapté à son organisation complexe qui peut être mis à jour. L’étude des normes de RSE dévoile un enrichissement des règles applicables à l’entreprise transnationale et un renforcement potentiel de sa responsabilité juridique, fondée sur une approche préventive mais également solidaire du droit de la responsabilité. Passant outre les problèmes posés par l’absence de statut juridique, la RSE permet de saisir les entreprises transnationales par le biais de leurs relations commerciales, et d’envisager la conception d’un nouveau standard juridique de conduite sociétale, générateur d’une responsabilité individuelle et collective fondée sur une obligation de vigilanceCompanies are now at the heart of global trade. These economic exchanges result in the establishment of commercial relationships, from which may emerge structures that are often complex and difficult to grapple with under the law: transnational corporations. While no satisfactory legal framework has yet been established to frame their work, paradoxically CSR gives rise to standards, tools and instruments to ensure their accountability. The study of the social responsibility of transnational corporations through the prism of the law actually reveals the emergence of a hybrid framework of regulation: CSR standards influence the law, forcing the law in turn to take note of these standards. This exchange allows us to handle a transnational business through a new approach derived from CSR standards, essentially through its organisation and functions. The relationship between a company and its business partners then becomes a potential basis for the law, rather than its status or its legal structure, from which can be derived responsibilities. Once a transnational corporation is seized, a legal framework adapted to its complex structure can come to light. The study of CSR standards reveals an enrichment of the rules applicable to transnational corporations and a potential strengthening of their legal liability, based on a preventive and joint and several approach of the law of responsibility. Ignoring the problems posed by the lack of legal status, CSR allows for the regulation of transnational enterprises through their commercial relations and provides a basis for the development of a new legal standard of social conduct, giving rise to individual and collective liability based on a duty of care
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Dabor, Igho Lordson. "Limited liability : a pathway for corporate recklessness?" Thesis, University of Wolverhampton, 2016. http://hdl.handle.net/2436/620569.
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This thesis argues that the twin concept of separate personality and limited liability from its historical beginnings, has entrenched corporate irresponsibility. It assesses the role that these concepts have played in tackling corporate irresponsibility from their historical origins to the present day, commenting on the lessons learnt. Whilst the institution of the company as a legal person is unquestionably the bedrock of modern company law,1 this thesis examines these concepts not necessarily from the position of disputing the philosophical, economic, or political imperatives, all of which are incredibly important – but from the viewpoint that historically, the principle of separate personality and limited liability entrenches corporate irresponsibility. As such, this thesis suggests a partial abandonment of the separate personality principle because it provides a mechanism for dishonest directors to escape liability for their fraudulent conduct. It also argues that the existing judicial evasion and concealment2 principles and the statutory fraudulent and wrongful trading provisions under the Insolvency Act 19863 are too restrictive, and ambiguous in combating corporate abuse. It is concluded that the existing common law and statutory rules geared towards combating abuse of limited liability provides no coherent format upon which the courts and legislature may effectively curb abuse of the corporate form. As such, these laws in light of their inability to make dishonest directors personally liable for their fraudulent conducts ought to be challenged. There is a need to challenge the existing rules in order to show the effect abuse of limited liability has on creditors, the public and the economy. This research indicates that there ought to be an adequate and effective alternative law which provides balance and support for genuine enterprise whilst providing a robust system whereby those who abuse the corporate form can be easily made liable for corporate debts.
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El-Saadouni, Raed. "The liability of groups of companies in Islamic law : a comparative study with common law." Thesis, University of Stirling, 2013. http://hdl.handle.net/1893/18619.
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Groups of companies offer considerable economic and practical advantages over other forms of business organizations. However, the phenomenon creates a long list of problems in terms of antitrust law, tax law, labour law, corporate law, and in the case of international companies, conflict of laws. National laws do not provide a complete solution to these problems because groups of companies are still governed by traditional corporate law, which is designed to govern single independent companies. On the other hand, harmonization of the law of corporate groups across Common legal systems is neither feasible not advisable. The most important problem which has not yet been completely solved by Common law systems is the liability of groups of companies for the debts of their subsidiaries. This has been described as "one of the great unsolved problems of modern company law". The present study aims to analyse the solutions provided by Common law systems to this problem and evaluate if they provide a solid settlement or whether further safeguards are needed for those dealing with corporate groups, namely minority shareholders and outsiders including creditors. By using a comparative approach with the Islamic law system, the study evaluates if the Common law solutions are also applicable in such a religious system or whether, due to its unique character Islamic law needs to create its own solution. This comparative approach assesses the possibilities of harmonization between Common law and Islamic law systems and promotes the Islamisation of modern laws in Islamic countries.
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Fidalgo, Alexandre. "Ação rescisória por divergência jurisprudencial." Pontifícia Universidade Católica de São Paulo, 2013. https://tede2.pucsp.br/handle/handle/6457.
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Previous issue date: 2013-10-18This study aims to discuss the possibility of rescissory action based on article 485, V, of the Code of Civil Procedure, under the justification of jurisprudential divergence. It defends that the merit decision transited in rem judicatam may be rescinded if it is contrary to prevailing jurisprudence at the time, considering analogous situations and incurred in a similar historical and social moment, under penalty of offense to the principle of isonomy, not applicable the Supreme Court Precedent Nr. 343 as being unconstitutional. Under the same argument, it presents the possibility of rescissory action against decision that does not obey the binding precedent and decision contrary to prevailing jurisprudence determined later. It also defends the possibility of rescissory action against sentence based on rule of law later declared unconstitutional and against decision declaring unconstitutional rule of law later declared constitutional. The study is presented in three main parts. The first one relates to the concepts and legal nature of the rescissory action, its admissibility presuppositions and the traditional assumptions of rescissory action. The second part addresses the issue of the possibility of rescissory action based on jurisprudential divergence. Finally; the third part is dedicated to the concepts of the rescissory action elements (parties, cause of action and claim - ius rescindens and ius rescissorium), as well as it address the jurisdiction and the suspension of effects of the rescinded decision
O presente 'trabalho tem por objeto discutir a possibilidade de ação rescisória, fundamentada no artigo 485, V, do Código de Processo Civil, sob a, justificativa de -', divergência jurisprudencial. Defende que a decisão de mérito transitada em julgado pode ser rescindida se for contrária à jurisprudência dominante à época, considerando situações análogas e havidas em um idêntico momento histórico e social, sob pena de ofensa ao princípio da isonomia, não sendo aplicável a Súmula. 343 do STF, por ser inconstitucional. Sob esse mesmo argumento, apresenta a possibilidade de ação rescisória contra decisão que não obedecer a súmula vinculante, além de decisão contrária a jurisprudência dominante fixada posteriormente. Também defende a possibilidade de ação rescisória contra sentença fundada em norma posteriormente declarada inconstitucional e contra decisão que considerou inconstitucional norma posteriormente declarada constitucional. O trabalho se apresenta em três grandes partes. A primeira diz respeito aos conceitos e natureza jurídica da ação rescisória, seus pressupostos de admissibilidade e as hipóteses tradicionais da ação rescisória. Na segunda parte, aborda o tema da possibilidade de ação rescisória fundamentada em Divergência jurisprudencial. Por fim, a parte final é dedicada aos conceitos da competência da ação rescisória e da suspensão dos efeitos da decisão rescindenda
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Jiménez, Rojas Francisco. "Los grupos de empresa y la relación individual de trabajo en el marco de una economía productiva descentralizada." Doctoral thesis, Universidad de Murcia, 2012. http://hdl.handle.net/10803/87344.
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La organización productiva descentralizada y flexible que, bajo el impulso de las nuevas tecnologías y la globalización, viene sustituyendo a partir del último cuarto del siglo XX al fordismo de inspiración keynesiana, está deteriorando los mercados laborales, lo que supone una precarización de las condiciones de empleo, un notable repliegue de los «Estados del bienestar» y la desactivación del factor trabajo.
Superado el tradicional principio de «unicidad» empresarial, un empresario «complejo» y múltiple –el grupo de empresas-, caracterizado por su dificultad identificatoria, absorbe un protagonismo creciente, en un contexto normativo-laboral casi desregulado, en el que al margen del fraude, la dirección unitaria de las empresas agrupadas no implica deducir de su funcionamiento una responsabilidad (solidaria).
En esa «cierta unidad económica» que constituye el grupo, se detecta un punto de conflicto o desconexión, entre las facultades empresariales decisorias -unidad de decisión- y las organizativas –dependencia y ajenidad de frutos-.The decentralized and flexible productive organization, boosted by globalization, new information and knowledge technologies, has been replacing the Fordist Keynesian inspiration since the last quarter of the 20th century; besides it has been worsening the labour markets, which involves a precariousness of employment conditions and an outstanding backing down of “welfare states” and job factor neutralization. Once the traditional principle of business uniqueness has been overwhelmed, a complex and multiple –the corporate group- employer arises; this employer is characterized by the difficulty of being identified and acquires an increasingly featuring role, inside a regulatory working context almost deregulated, where, on the fringe fraud, the unitarian corporate group management doesn’t imply deducing a solidarity liability from its activity. Inside that “particular economical unity” made up by the group, a deal-breaker or a gap is detected between the decision-making management faculties –decision unity- and the organizational ones –dependence and another person’s benefits-.
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Lagoutte, Julien. "Les conditions de la responsabilité en droit privé : éléments pour une théorie générale de la responsabilité juridique." Thesis, Bordeaux 4, 2012. http://www.theses.fr/2012BOR40032.
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Alors que l’on enseigne classiquement la distinction radicale du droit pénal et de la responsabilité civile, une étude approfondie du droit positif révèle une tendance générale et profonde à la confusion des deux disciplines. Face à ce paradoxe, le juriste s’interroge : comment articuler le droit civil et le droit pénal de la responsabilité ? Pour y répondre, cette thèse suggère d’abandonner l’approche traditionnelle de la matière, consistant à la tenir pour une simple catégorie de classement des différentes branches, civile et pénale, du droit de la responsabilité. La responsabilité juridique est présentée comme une institution autonome et générale organisant la réaction du système à la perturbation anormale de l’équilibre social. Quant au droit de la responsabilité civile et au droit criminel, ils ne sont plus conçus que comme les applications techniques de cette institution en droit positif.Sur le fondement de cette approche renouvelée et par le prisme de l’étude des conditions de la responsabilité en droit privé, la thèse propose un ordonnancement technique et rationnel du droit pénal et de la responsabilité civile susceptible de fournir les principes directeurs d’une véritable théorie générale de la responsabilité juridique. En tant qu’institution générale, celle-ci engendre à la fois un concept de responsabilité, composé des exigences de dégradation d’un intérêt juridiquement protégé, d’anormalité et de causalité juridique et qui fonde la convergence du droit pénal et du droit civil, et un système de responsabilité, qui en commande les divergences et pousse le premier vers la protection de l’intérêt général et le second vers celle des victimesWhile the radical distinction between criminal law and civil liability is classically taught, a thorough survey of positive law reveals a general and profound trend towards a confusion of these two disciplines. Faced with this paradox, the jurist wonders : how to articulate the civil and criminal laws of responsibility ? To answer this question, the thesis suggests abandoning the traditional approach of the subject, which consists in treating it as a mere category of classification of the different branches, civil and criminal, of responsibility/liability. Legal responsibility is presented as an autonomous and general institution organizing the response from the system to abnormal disturbance of social equilibrium. Civil liability law and criminal law are, as far as they are concerned, henceforth conceived as the mere technical applications of this institution in positive law.On the basis of this new approach and through the prism of the study of liability conditions in private law, the thesis proposes a technical and rational organization of criminal law and civil liability that may provide the guiding principles of a real general theory of legal responsibility. As a general institution, it gives not only a concept of responsibility, requiring degradation of a legally protected interest, abnormality and legal causation, and establishing the convergence of criminal law and civil law, but also a system of responsibility, determining the divergences of them and steering the first towards the protection of general interest and the second towards the protection of victims
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Söderlund, Erik. "Transnational Corporations and Human Rights : Assessing the position of TNCs within international human rights law, and the appropriateness of an international treaty on business and human rights." Thesis, Uppsala universitet, Juridiska institutionen, 2018. http://urn.kb.se/resolve?urn=urn:nbn:se:uu:diva-363144.
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Transnational corporations are playing an important role in the global economy of today. Many of these corporations have great economic resources and have the possibility of contributing to the development of societies in developing states. At the same time, in their search for profit, the activities of TNCs have proven fatal to some of the individuals employed by them, or otherwise in contact with their activities. Within the international legal framework, corporations are not traditionally treated as subjects and if a TNC allocates its production to a state with lax human rights protection, no binding international standards exist to regulate the conduct of the corporation. In my thesis I will assess the position of TNCs under the present core human rights instruments and soft law initiatives. I will also analyze a draft treaty text produced by the Intergovernmental Working Group on Business and Human Rights, released in July 2018, to reach a conclusion on whether such an instrument would affect the international legal status of TNCs and provide a more robust protection of international human rights.
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Kostohryz, Milan. "Vybrané otázky překonávání majetkové samostatnosti kapitálových společností ve srovnávacím pohledu." Doctoral thesis, 2012. http://www.nusl.cz/ntk/nusl-309823.
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Milan Kostohryz Piercing the Corporate Veil - Selected Issues in International Comparison Abstract The main purpose of the thesis is to give recommendation for possible application of the piercing doctrine in the Czech Republic. Secondary purposes are (i) analysis of effects caused by disregarding the principles of limited liability and separate legal personality because of piercing and (ii) detailed description of approaches to the piercing issue in selected legal systems (USA, UK and Germany). The thesis starts with some terminological issues; it introduces the possible Czech equivalents of the notion "piercing the corporate veil" and explains that it can have slightly different meaning depending on the individual author. The differences stem especially from the questions whether piercing negates only the principle of limited liability or also the principle of separate personality; whether so called inner piercing (Innenhaftung) shall be part of the doctrine and whether the piercing doctrine shall be regarded as product of case-law only. Also some special forms of piercing (reverse piercing, lateral piercing and insider piercing) are introduced. The third chapter analyses the relationship between the piercing doctrine and the principles of limited liability and separate legal personality. In particular it...
Books on the topic "Corporate veil of legal personality"
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Clausen, Nis Jul. Legal entity under detailed and not detailed regulation: Exemplified through US and Danish case law. Odense: Odense Universitet, 1988.
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Highton, Federico R. Responsabilidad patrimonial solidaria de directores, administradores y socios por demandas laborales contra sociedades comerciales. 2nd ed. Buenos Aires: Ad-Hoc, 2001.
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Borda, Guillermo Julio. La persona jurídica y el corrimiento del velo societario. Buenos Aires: Abeledo-Perrot, 2000.
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Villamizar, Roquefélix Arvelo. La teoria del velo corporativo y su aplicacion en el derecho venezolano: Aspectos tributarios. Caracas: Ediciones Liber, 1999.
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Capmany, Felipe Díaz. La doctrina del levantamiento del velo: De la persona jurídica en el proceso de creación del derecho. Barcelona: Editorial Rosaljai, 1996.
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Bas, Francisco Junyent. Responsabilidad de los administradores por fraude laboral. Córdoba: Alveroni Ediciones, 2001.
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Lefebvre, Ediciones Francis. Responsabilidad de los administradores: Levantamiento del velo. 2nd ed. Madrid: Ediciones Francis Lefebvre, 2000.
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Indonesia, ed. Risiko hukum pemilik, direksi & komisaris PT: Piercing the corporate veil : memberlakukan tanggung jawab pribadi pemegang saham, direksi & dewan komisaris menurut UU PT no. 40 thn 2007. 2nd ed. [Jakarta]: ForumSahabat, 2008.
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Vaamonde, Santiago Ortiz. El levantamiento del velo en el derecho administrativo: Régimen de contratación de los entes instrumentales de la Administración, entre sí y con terceros. [Madrid, Spain]: La Ley, 2004.
Find full textBook chapters on the topic "Corporate veil of legal personality"
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Hannigan, Brenda. "3. Corporate personality." In Company Law, 35–56. Oxford University Press, 2021. http://dx.doi.org/10.1093/he/9780198848493.003.0003.
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This chapter discusses the concept of corporate legal personality. This fundamental principle of company law—that the company on incorporation becomes a separate legal entity in its own right—was established by the House of Lords in Salomon v Salomon & Co Ltd. The Salomon principle and its consequences for individual companies and for groups of companies are considered. In limited circumstances, the court may disregard or pierce or lift the corporate veil and the narrow jurisdiction to do so is explained. The chapter also considers corporate groups in the light of Salomon, particularly with regard to the liability of parent companies for the actions of subsidiary companies.
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French, Derek. "5. Corporate personality." In Mayson, French & Ryan on Company Law. Oxford University Press, 2017. http://dx.doi.org/10.1093/he/9780198797234.003.0005.
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This chapter deals with the legal personality of a company which is separate from its members, capable of owning property, entering into contracts and being a party to legal proceedings. It considers the case Salomon v A Salomon and Co Ltd [1897] AC 22, in which the House of Lords affirmed separate corporate personality by rejecting attempts, on behalf of creditors, to impose liability for a failed company’s debts on its controlling shareholder. The consequences of separate corporate personality are also discussed, particularly with respect to a company’s human rights (or personal rights). In addition, the chapter examines the process known as ‘piercing the corporate veil’ in relation to the evasion principle; how an artificial entity can have legal personality; and a number of particularly significant court cases. Finally, it looks at corporate law theory and considers whether companies are grammatically singular or plural.
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French, Derek. "5. Corporate personality." In Mayson, French & Ryan on Company Law, 102–46. Oxford University Press, 2019. http://dx.doi.org/10.1093/he/9780198841517.003.0005.
Full textAbstract:
This chapter deals with the legal personality of a company which is separate from its members, capable of owning property, entering into contracts and being a party to legal proceedings. It considers the case Salomon v A Salomon and Co Ltd [1897] AC 22, in which the House of Lords affirmed separate corporate personality by rejecting attempts, on behalf of creditors, to impose liability for a failed company’s debts on its controlling shareholder. The consequences of separate corporate personality are also discussed, particularly with respect to a company’s human rights (or personal rights). In addition, the chapter examines the process known as ‘piercing the corporate veil’ in relation to the evasion principle; how an artificial entity can have legal personality; and a number of particularly significant court cases. Finally, it looks at corporate law theory and considers whether companies are grammatically singular or plural.
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French, Derek. "5. Corporate personality." In Mayson, French & Ryan on Company Law, 98–142. Oxford University Press, 2021. http://dx.doi.org/10.1093/he/9780198870029.003.0005.
Full textAbstract:
This chapter deals with the legal personality of a company which is separate from its members, capable of owning property, entering into contracts and being a party to legal proceedings. It considers the case Salomon v A Salomon and Co Ltd [1897] AC 22, in which the House of Lords affirmed separate corporate personality by rejecting attempts, on behalf of creditors, to impose liability for a failed company’s debts on its controlling shareholder. The consequences of separate corporate personality are also discussed, particularly with respect to a company’s human rights (or personal rights). In addition, the chapter examines the process known as ‘piercing the corporate veil’ in relation to the evasion principle; how an artificial entity can have legal personality; and a number of particularly significant court cases. Finally, it looks at corporate law theory and considers whether companies are grammatically singular or plural.
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Moore, Imogen. "2. Companies and Corporate Personality." In Concentrate Questions and Answers Company Law, 4–32. Oxford University Press, 2020. http://dx.doi.org/10.1093/he/9780198856726.003.0002.
Full textAbstract:
The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter considers the main legal forms used for businesses in the UK—particularly sole traders, general partnerships, limited liability partnerships (LLPs), and companies (public and private). It then examines how registered companies limited by shares come into existence. On registration a company becomes a legal person, separate from its shareholders and directors. This chapter explores this ‘corporate personality’ and the popular topic of when the ‘veil of incorporation’ can be lifted or pierced by statute or the courts.
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Moore, Imogen. "2. Companies and Corporate Personality." In Concentrate Questions and Answers Company Law. Oxford University Press, 2018. http://dx.doi.org/10.1093/he/9780198819882.003.0002.
Full textAbstract:
The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter considers the main legal forms used for businesses in the UK— particularly sole traders, general partnerships, limited liability partnerships (LLPs), and companies. It then examines how registered companies limited by shares come into existence. On registration a company becomes a legal person, separate from its shareholders and directors. This chapter explores this ‘corporate personality’ and the popular topic of when the ‘veil of incorporation’ can be lifted or pierced by statute or the courts.
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Hannigan, Brenda. "3. Corporate personality." In Company Law. Oxford University Press, 2018. http://dx.doi.org/10.1093/he/9780198787709.003.0003.
Full textAbstract:
This chapter discusses the concept of personality. This fundamental principle of company law was established by the House of Lords in Salomon v Salomon & Co Ltd. However, there is a discretionary jurisdiction whereby, in a variety of circumstances, the court may disregard or pierce or lift the corporate veil and look to those controlling the entity.
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Smith, Douglas. "Corporate personality and lifting the veil." In Company Law, 19–34. Routledge, 2018. http://dx.doi.org/10.4324/9780080938745-3.
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Peter, Bartlett, and Sandland Ralph. "2. Corporate personality and the veil of incorporation." In Questions & Answers Company Law, 14–32. Oxford University Press, 2014. http://dx.doi.org/10.1093/he/9780199689224.003.0002.
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Gerner-Beuerle, Carsten, and Michael Schillig. "Veil-piercing." In Comparative Company Law, 813–88. Oxford University Press, 2019. http://dx.doi.org/10.1093/oso/9780199572205.003.0010.
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This chapter focuses on strategies that, in a broad sense, set the principle of limited liability aside in order to reach (the assets of) the natural or legal persons that benefit from corporate activity. These concepts are complementary to the ex ante strategies discussed in previous chapters. They are ex post in the sense that they will be triggered only if and when the former have failed for some reason. Their aim is to internalize as far as possible the social cost of corporate activity in order to set appropriate incentives for corporate decision-making. The legal concepts under consideration are largely standard based with open textured norms whose application heavily depends on the factual settings in every individual case. Consequently, the challenge is to provide workable criteria and coherent guidance for courts in order to ensure predictability for entrepreneurs and their legal advisers.