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Journal articles on the topic 'Corporate veil of legal personality'
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1
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.
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Ford, Michael. "The Fissured Worker: Personal Service Companies and Employment Rights." Industrial Law Journal 49, no. 1 (December 25, 2019): 35–85. http://dx.doi.org/10.1093/indlaw/dwz022.
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Abstract A personal service company (PSC) is a form of intermediary with separate legal personality used as a vehicle to provide the labour of the individual who controls the PSC. The rapid growth of PSCs in recent years, and their potential to disguise employment status for tax purposes, have been the subject of much policy and legislation. But their detrimental effect on the employment rights, both individual and collective, has almost been ignored. Evidence shows that PSCs continue to increase at a faster rate than employment, are colonising sectors of the labour market characterised by dependent labour and are often imposed to avoid the duties owed to workers or employees. In this article, I analyse how the existing law might provide a means of protecting the labour rights of individuals who are engaged via PSCs, examining the statutory provisions specific to some legal rights and more general doctrines based on shams, labels and piercing the corporate veil. Although the law provides some protection in some circumstances, PSCs retain their allure as a means of avoiding employment rights. I discuss potential legislative solutions to this problem, which highlights the interaction of tax and employment law and the difficulties caused by relying on the bilateral contract as the keystone of labour rights.
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GAUTAM, DEVANG. "Corporate Personality and Lifitng of the Corporate Veil." Paripex - Indian Journal Of Research 3, no. 1 (January 15, 2012): 92–94. http://dx.doi.org/10.15373/22501991/jan2014/27.
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Nyombi, Chrispas. "Lifting the veil of incorporation under common law and statute." International Journal of Law and Management 56, no. 1 (February 4, 2014): 66–81. http://dx.doi.org/10.1108/ijlma-03-2013-0011.
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Purpose – The paper examines case law and statutory provisions related to lifting the corporate veil. The aim of the paper is to explore recent case law in order to determine whether courts have moved away from an overly restrictive approach when dealing with cases relating to the corporate personality. To offer a full account of the exceptions to the corporate personality doctrine, this paper also examines cases where the veil of incorporation is lifted due to a breach of a statutory provision. Design/methodology/approach – The paper reviews recent case law and statutory provisions relating to lifting the corporate veil. The paper critically reviews the exceptions to the corporate personality doctrine which amount to lifting the corporate veil. Findings – The paper finds that courts are more willing to lift the corporate veil compared to before. They have moved away from the restrictive approach and this is demonstrated by the tendency to find new exceptions to the corporate personality doctrine such as the interests of justice argument or lifting the veil in tort cases. Originality/value – The paper offers an up-to-date assessment of the exceptions to the corporate personality doctrine and highlights the growing tendency to finding new ways of lifting the corporate veil.
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MARAŠ, IVANA, and DARKO GOLIĆ. "PIERCING THE CORPORATE VEIL." Kultura polisa, no. 44 (March 8, 2021): 279–91. http://dx.doi.org/10.51738/kpolisa2021.18.1r.4.03.
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The subject of the paper is the institute of piercing the corporate veil – the review of norms as well as court practice cases related to the application of this institute. The primary goal of this paper is detailed presentation of the institute of piercing the corporate veil, as an important exception from the principle of limited liability with certain forms of companies and recognition of important significance that is still not entirely used in practice. The conclusion from research is that it is necessary to provide a more precise and clearer positive legal regulations of this institute in order to unify court practice and facilitate creditors in applying and proving rights through the institute of piercing the corporate veil. With more precise regulation of legal provisions and positive examples of court practice, the creditors would be encouraged to use this instrument more frequently. Methods used in this paper include dogmatic method, normative method, comparative method as well as axiology method, explained in more detail below.
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Abdurrahman, ,., and ,. Pujiyono. "POLITIK HUKUM DOKTRIN PIERCING THE CORPORATE VEIL PADA PENGELOLAAN PERSEROAN TERBATAS DI INDONESIA." Jurnal Hukum dan Pembangunan Ekonomi 7, no. 2 (July 16, 2020): 181. http://dx.doi.org/10.20961/hpe.v7i2.43002.
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<p>Abstract<br />This article aims to examine the legal politics of the doctrine of Piercing the Corporate Veil in the regulation of Limited Liability Companies in Indonesia. The problems discussed are related to how the legal politics of the Piercing the Corporate Veil doctrine in the management of Limited Liability Companies in Indonesia. The research method used is normative legal research with the nature of prescriptive research using a statute approach. The results of the study indicate that the Piercing the Corporate Veil doctrine can eliminate the previously limited liability of the Company’s organs to be unlimited if the Company’s organs are proven to have done an act that is detrimental to the Company or third parties.</p><p>Keywords: limited liability company; Responsibility of Company Organs; Piercing the Corporate Veil</p><p>Abstrak<br />Artikel ini bertujuan mengkaji terkait politik hukum doktrin Piercing the Corporate Veil dalam peraturan Perseroan Terbatas di Indonesia. Permasalahan yang dibahas adalah terkait bagaimana politik hukum doktrin Piercing the Corporate Veil dalam pengelolaan Perseroan Terbatas di Indonesia. Metode penelitian yang digunakan adalah penelitian hukum normatif dengan sifat penelitian preskriptif dengan menggunakan pendekatan statute approach. Hasil penelitian menunjukkan bahwa doktrin Piercing the Corporate Veil dapat menghapuskan pertanggungjawaban organ Perseroan yang sebelumnya terbatas menjadi tidak terbatas jika organ Perseroan terbukti melakukan perbuatan yang merugikan bagi Perseroan maupun pihak ketiga.</p><p>Kata kunci: Perseroan Terbatas; Pertanggungjawaban Organ Perseroan; Piercing the Corporate Veil</p>
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Waqas, Muhammad, and Zahoor Rehman. "Separate Legal Entity of Corporation: The Corporate Veil." International Journal of Social Sciences and Management 3, no. 1 (January 21, 2016): 1–4. http://dx.doi.org/10.3126/ijssm.v3i1.13436.
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The concept of separate legal entity is 500 years old and it means that the corporation is separate in all spheres of its activities. It is separate from its owner, from its employees and due to this separation between the corporation and an individual the shareholders’ liability is also limited. A corporation is established through four different ways i.e. continuity, self-governance, identification persona, and specification of assets. The personhood of a corporation is evolved with the passage of time through different court judgments in which Salomon case plays the role of corner stone. The corporation can own, sell and buy property in its name. The corporation can sue and be sued in the court of law as a legal person. Int. J. Soc. Sci. Manage. Vol-3, issue-1: 1-4
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Dewi, Sandra. "MENGENAL DOKTRIN DAN PRINSIP PIERCING THE CORPORATE VEIL DALAM HUKUM PERUSAHAAN." Soumatera Law Review 1, no. 2 (October 31, 2018): 380–99. http://dx.doi.org/10.22216/soumlaw.v1i2.3744.
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Business entities in the business world are well-known that are already in the form of companies or those that are not yet companies. Based on its legal form, the company is divided into two, namely companies with legal status and those that are not legal entities. As an independent legal entity pursuant to Article 3 paragraph (1) the Limited Liability Company Law stipulates that the responsibility of PT shareholders is limited to the value of shares held in the company. Economically, the element of limited liability of the company's shareholders is an important factor as a motivating bait for the willingness of prospective investors to invest in the company. The formulation of the problem in this paper is: 1) how the piercing doctrine of the corporate veil in corporate law and 2) how to apply the principle of piercing the corporate veil in Indonesia. The type of writing used in this writing is a type of normative legal research. The doctrine of piercing the corporate veil in corporate law can be seen from: a) piercing the corporrate veil; b) the doctrine of fiduciary duty; c) self dealing transaction doctrine; d) doctrine corporate opportunity; e) doctrine businnes judgment rule; f) ultra vires and intra vires. Application of the Piercing Principles of the Corporate Veil in Indonesia: a) company shareholders; b) company founder; c) company directors; and d) commissioners of limited liability companies.
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Kholmirzaev, Utkirbek. "The Necessity Of Piercing Corporate Veil Doctrine In Uzbek Corporate Law." American Journal of Political Science Law and Criminology 02, no. 12 (December 27, 2020): 83–90. http://dx.doi.org/10.37547/tajpslc/volume02issue12-13.
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This article discusses the distribution of liability risks of shareholderss and other controlling persons on corporate liabilities. Given the analysis of ex post and ex ante model of control over distribution of risks of civil turnover participants in common law and continental legal traditions. Also, considered problems of shareholders' liability on obligations of corporations in the Republic of Uzbekistan. A shareholder shall be held liable on a subsidiary basis for the obligations of the legal entity in case of insolvency, as a result of the member's wrongful acts. However, some mechanisms of such liability do not allow to resolve the issue fairly.
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Li, Minghao. "Enlightenment of American Legal Theory and Practice of "Piercing the Corporate Veil" to China." Journal of Politics and Law 14, no. 4 (July 30, 2021): 80. http://dx.doi.org/10.5539/jpl.v14n4p80.
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Observing the current legal system and theory of America, "piercing the corporate veil" is in a state of "chaos" in both of them. How can China learn from the rule of law and the theory of "piercing the corporate veil"? How to avoid its harm and gain its benefits? Due to different national conditions and judicial systems, also differences between civil law system and common law system, and at the same time, the world is in the era of globalization, the exchange of legal culture of Chinese legal system is expanding and deepening day by day. Therefore, it is necessary to study the rule and theory of "piercing the corporate veil". This paper systematically summarizes the current situation of the rule and theory of "piercing the corporate veil" in America, explores the causes of the confusion, and puts forward some suggestions to prevent the occurrence of problems in China after transplanting this rule, which is very necessary and timely.
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Harahap, Putri Sari, and Tumanggor Tumanggor. "Penerapan Asas Piercing The Corporate Veil: Perspektif Tanggung Jawab Direksi Perseroan Terbatas." Jurnal Nuansa Kenotariatan 1, no. 1 (April 18, 2018): 45. http://dx.doi.org/10.31479/jnk.v1i1.65.
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<p>Piercing The Corporate Veil principle is a common law doctrine that teaches about the veil special breakout company (corporate veil) covering the Board of Directors and other organs in running the company does not fit or have violated the principle of fiduciary duty (good faith) to the intent and purpose of the company.This type of research in this thesis is a normative legal research means tend to use secondary data in the form of primary legal materials, secondary law and tertiary legal materials. To collect the data in this research is a stud y done by the descriptive analysis. The resulted in losses for both the company and third parties, First Defendant's actions can be categorized as a tort (onrechtmatige daad) under Article 1365 of the Civil Code. In the verdict the judge in his ruling has been applying the principle of piercing the corporate veil but does not necessarily resolve the matter of debts between the Compa- ny (Plaintiff) with rights holders of promissory notes "mayofield notes" or the Board of Directors (Defendant 1) with the holders of promissory notes " mayofield note.</p><p>Keywords: Piercing the corporate veil, directors fiduciary duty</p>
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Alanazi, Badar Mohammed Almeajel. "Piercing the corporate veil in various jurisdictions – Principled or unprincipled?" Corporate Board role duties and composition 16, no. 2 (2020): 47–53. http://dx.doi.org/10.22495/cbv16i2art4.
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The principle of limited liability of a company has been uniformly adopted by developed countries. In order to ensure a fair balance, the courts agree on occasion to ‘pierce’ or ‘lift’ the corporate veil, which involves imposing liability on the mother company for actions of its subsidiary or individual shareholders, directors, and other involved persons for actions of the company. In this regard, there have been several studies arguing the legal issues associated with the limited liability of a company and piercing the corporate veil such as Schall (2016) and Michoud (2019). This paper compares current veil-piercing practices in three jurisdictions: the UK, the US, and Australia in order to outline the advantages and limitations of the approaches taken by the courts in each country as well as to identify best practices in terms of veil piercing. For that purpose, an analytical approach to the examination of the relevant legal rules, principles, and court cases has been adopted in undertaking the present paper. The paper comes up with a number of specific suggestions and recommendations for improving the regulatory role in regard to the subject of piercing of the corporate veil.
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Brölmann, Catherine. "Member States and International Legal Responsibility." International Organizations Law Review 12, no. 2 (April 27, 2015): 358–81. http://dx.doi.org/10.1163/15723747-01202005.
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The ‘institutional veil’ of international organizations is the linchpin for legal analysis and appraisal of the role and interrelation of international organizations, member States and organs. Through this lens the article examines in semi-broad strokes the position of international organizations’ member States in the legal framework of international responsibility, with reference to pertinent provisions in the ilc ario. This leads to the finding that in (the discourse on) the establishment of responsibility there are four possible legal contexts, which have the institutional veil of the organization work out in different ways: subsidiary responsibility of member States (the proverbial ‘piercing of the corporate veil’); the attribution of conduct to member States; the ‘attribution of responsibility’ to member States; and the bypassing of the institutional veil to establish independent responsibility of member States, which is then connected by a material link to the wrongful act of the organization or to the injurious circumstances originally at issue. While in the context of subsidiary responsibility the institutional veil can be seen as consistently impermeable since the 1980s Tin Council cases, in the context of attribution of conduct the institutional veil of organizations appears to be increasingly contested, engaged with and challenged for transparency.
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Payne, Jennifer. "Lifting the Corporate Veil: A Reassessment of the Fraud Exception." Cambridge Law Journal 56, no. 2 (July 1997): 284–90. http://dx.doi.org/10.1017/s0008197300081320.
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If students of company law know just one case, that case will be Salomon v. A. Salomon & Co. Ltd. which firmly established the English law principle that a company is a legal person entirely separate and distinct from the members ofthat company. It is trite law that a rather hefty veil is drawn between these two that can be lifted only in a limited number of circumstances that seem to fluctuate according to current judicial thinking. However, it “is well established that the courts will not allow the corporate form to be used for the purposes of fraud or as a device to evade a contractual or other legal obligation”, a principle which is referred to hereafter as the “fraud exception” to the Salomon principle.
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Dewi, Sandra. "Application of the Principle of Piercing the Corporate Veil in Resolving Corporate Responsibility Cases in Indonesia." International Journal of Law and Public Policy 2, no. 2 (September 27, 2020): 65–71. http://dx.doi.org/10.36079/lamintang.ijlapp-0202.147.
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This research aims to explain the application of the Principle of Piercing The Corporate Veil in resolving corporate responsibility cases in Indonesia. The method used in this research is normative legal research, using a statutory approach. The results of the research explain that based on Article 3 paragraph (1) of Law Number 40 of 2007 concerning Limited Liability Companies, it is stated that the shareholders of the company aren’t personally responsible for the agreements made on behalf of the company and aren’t responsible for the company's losses exceeding the shares they own. However, the doctrine in corporate law recognizes the existence of the Principle of Piercing the Corporate Veil which can break through the limited liability of the company's shareholders into unlimited liability up to their personal assets. Although the Principle of Piercing the Corporate Veil has been regulated in Law Number 40 of 2007 concerning Limited Liability Companies, there have been major cases in which the shareholders of the company were responsible up to their personal assets but only limited responsibility for the shares they owned. These major cases include the PT Lapindo Brantas case in 2006 and the PT Bank Century case in 2008.
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Yilmaz Vastardis, Anil, and Rachel Chambers. "OVERCOMING THE CORPORATE VEIL CHALLENGE: COULD INVESTMENT LAW INSPIRE THE PROPOSED BUSINESS AND HUMAN RIGHTS TREATY?" International and Comparative Law Quarterly 67, no. 2 (December 20, 2017): 389–423. http://dx.doi.org/10.1017/s0020589317000471.
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AbstractThis article proposes a model of treaty-based veil piercing for civil liability claims by victims of human rights harm inflicted by businesses. The primary inspiration for this model comes from investment treaty provisions dealing with corporate investors. Our examination of investment law for this purpose exposes the double standard in the treatment of the corporate veil between these two remedy regimes, and offers a way to address this. The test we propose for lifting the veil in order to allow victims to claim against the parent company in a corporate group is one of ‘legal control’. It aims to capture cases where the parent did not necessarily take an active role in the subsidiary's business, but it is still treated as being in control of the subsidiary by virtue of its direct or indirect ownership or ability to appoint management.
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Murphy, Deborah L., and J. Edward Murphy. "Protecting the Limited Liability Feature of Your Family Business: Evidence from the U.S. Court System." Family Business Review 14, no. 4 (December 2001): 325–34. http://dx.doi.org/10.1111/j.1741-6248.2001.00325.x.
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One of the benefits cited for the organizational structure of a corporation or limited liability company is the limited liability feature associated with these forms of organization. However, our legal system contains a judicial doctrine known as piercing the corporate veil, which essentially asks the courts to disregard the limited liability feature of the organization and impose personal liability on the shareholders, officers, andqor directors. This study provides evidence regarding the extent to which the U.S. courts have ruled to pierce the corporate veil and suggests steps that family-owned businesses can take to minimize this potential risk.
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Myshyakov, Sergey V. "The Use of Piercing Corporate Veil Doctrine in the Russian Civil Law." Civil law 6 (December 17, 2020): 28–31. http://dx.doi.org/10.18572/2070-2140-2020-6-28-31.
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The article analyzes the problems of application of the doctrine of “Piercing the corporate veil” in the Russian civil law. The article deals with the emergence and formation of the principle of limited liability and its relationship with this doctrine, analyzes the legal institutions that lead to the removal of the “corporate shield”.
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Mikalonienė, Lina. "Subsidiari akcininko atsakomybė." Teisė 76 (January 1, 2010): 176–89. http://dx.doi.org/10.15388/teise.2010.0.217.
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Šiame straipsnyje nagrinėjamas akcininko atsakomybės už bendrovės prievoles dėl nesąžiningo elgesio koncepcinis pagrindimas, kuris remiasi piktnaudžiavimo teise doktrina. Analizuojamas akcininko atsakomybės pagal piktnaudžiavimo teise doktrinos ir akcininko deliktinės civilinės atsakomybės bendrųjų normų pagrindu santykis. Straipsnyje taip pat nagrinėjamas akcininko papildomos turtinės prievolės koncepcinis pagrindimas pagal Lietuvos Respublikos civilinio kodekso 2.50 straipsnio 3 dalį. This article explores dogmatic underpinning of piercing the corporate veil doctrine on the basis of theory on abuse of rights. The article also analysis relation between abuse of rights and tort, e.g. as basis for the shareholder’s liability in the veil piecing cases and as an independent legal ground for shareholder’s liability respectively. Theoretical foundation of the corporate veil piercing doctrine according to par. 3 Art. 2.50 of the Lithuanian Civil Code is under consideration.
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Kondrateva, Ksenya S., and Ilya A. Sterlyagov. "Perspectives in Applying the Doctrine of “Piercing the Corporate Veil” in Cases of Subsidiary Liability of Persons Controlling the Debtor in the Russian Federation: A Comparative Legal Approach." Vestnik Tomskogo gosudarstvennogo universiteta, no. 462 (2021): 224–31. http://dx.doi.org/10.17223/15617793/462/27.
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The article discusses the issue of the formation of the doctrine of “piercing the corporate veil” in various legal systems in order to determine the possibility of its application when bringing persons controlling the debtor to subsidiary liability in case of insolvency (bankruptcy) in Russia. In the study, general and specific methods of cognition were used: retrospective, historical, logical, and comparative legal. Methods of logical analysis and dialectics were applied, which together with the seeming contradictions of a significant number of scholarly views allow concluding about their unity and constructiveness. It has been established that, in order to use the “piercing” doctrine as a procedural tool to ignore the property isolation of a legal entity, the courts conduct multi-stage tests to justify the need for such use and prove the exclusivity of the case in question. The importance of the legislative introduction of the concept “person controlling the debtor” is noted in connection with the use of corporate structures and forms of informal control, as well as clear criteria for control and circumstances that presume harm to creditors. Based on the analysis of judicial practice, conclusions were drawn about the main ways of abuse of rights when using corporate governance. The question of the possibility of including the claims of participants (shareholders), company managers and interested parties in the register of claims of the debtor’s creditors is problematic in judicial practice. It is concluded that, due to being in the same legal family, the approach of German law enforcement officers to piercing the corporate veil, better known as responsibility for “destructive interference” in the affairs of society, and to recovering damage caused to creditors under the current legislation is close to Russian law. In this connection, the practice of applying the doctrine in Germany can be regarded as a useful experience for Russian law. Taking into account the precedent legal nature of the doctrine of “piercing the corporate veil”, the authors come to the conclusion that it is impossible to borrow it by domestic law. At the same time, Russian law, the main source of which is normative legal acts, if necessary, selects current trends in ways of solving problems that meet the needs of society and the legal community.
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Widijowati, Rr Dijan, and Halim Darmawan. "CRIMINAL LIABILITY OF CORPORATE SHAREHOLDERS." International Journal of Law, Government and Communication 5, no. 20 (September 10, 2020): 69–79. http://dx.doi.org/10.35631/ijlgc.520004.
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Corporations in the form of Limited Liability Companies in Indonesia are regulated in Limited Liability Company Law No. 40 of 2007 concerning Limited Liability Companies, this Law regulates the liability of corporations and/or shareholders who commit acts against the law, but the liability that can be asked of shareholders does not exceed existing shares. This study uses normative legal research methods. The data used are secondary data consisting of primary legal materials, secondary legal materials, and tertiary legal materials. For data analysis, the qualitative jurisdictional analysis method was used. From this research, it can be found that law enforcement against shareholders who commit acts against the law can be upheld and the outcome is that the action against the law which was originally a civil action and then turned into a criminal act. By using the Piercing, the corporate veil doctrine, shareholders who commit acts against the law can be sentenced to criminal and all their assets to cover the financial losses of the state due to their actions. It is universally applied on the basis of fraudulent acts carried out to rake in personal profit and by implementing civil forfeiture or civil recovery, the proceeds of crimes committed by shareholders are likely to be returned.
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Alcock, Alistair. "PIERCING THE VEIL – A DODO OF A DOCTRINE?" Denning Law Journal 25, no. 1 (October 11, 2013): 241–54. http://dx.doi.org/10.5750/dlj.v25i1.785.
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In the course of the 2012/13 legal year, the Supreme Court has had to consider the doctrine of piercing the corporate veil twice, in VTB Capital plc v Nutritek International Corpn (VTB), and more recently in Prest v Petrodel Resources Ltd (Prest). On both occasions, the Court was in effect asked to remove the whole doctrine from English Law, but narrowly failed to do so, begging the question, does the doctrine really serve any purpose now? Let me start with Prest.
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Lemmens, Trudo. "Piercing the Veil of Corporate Secrecy about Clinical Trials." Hastings Center Report 34, no. 5 (September 2004): 14. http://dx.doi.org/10.2307/3527585.
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Griffin, Stephen. "Disturbing corporate personality to remedy a fraudulent incorporation: an analysis of the piercing principle." Northern Ireland Legal Quarterly 66, no. 4 (August 17, 2018): 321–241. http://dx.doi.org/10.53386/nilq.v66i4.157.
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Following two recent decisions of the Supreme Court it has been confirmed that the ability to disturb corporate personality by piercing the corporate veil is as an established principle but one that should be used only as a tool of last resort. In ractice the deployment of this ‘piercing principle’ will be a rarity to the point of near extinction. This paper will contend, however, that the Supreme Court’s endorsement of a limited piercing principle does not address fully the commercial necessity of disturbing the corporate personality of companies incorporated to pursue a fraudulent activity; further, that this lacuna could have been averted had the Supreme Court identified a related but broader ‘piercing concept’ which is establishedimpliedly in the case law.
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Zahid, Anowar. "Corporate Personality from an Islamic Perspective." Arab Law Quarterly 27, no. 2 (2013): 125–50. http://dx.doi.org/10.1163/15730255-12341252.
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Abstract Corporate personality is said to be a Western concept, but is it also Islamic? Answering this question is a demand of the day in view of the ever-increasing number of Islamic commercial and financial entities. For example, the legal personality of the first Islamic Bank of Malaysia, Bank Islam Malaysia Berhad, has been brought to question following an unreported case, Bank Islam Malaysia Bhd. v. Adnan Bin Omar (1994). In an attempt to answer this question, this article overviews the arguments of Islamic jurists on this issue and puts forward its own judgment.
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Rissy, Yafet Yosafet W. "DOKTRIN PIERCING THE CORPORATE VEIL: KETENTUAN DAN PENERAPANNYA DI INGGRIS, AUSTRALIA DAN INDONESIA." Refleksi Hukum: Jurnal Ilmu Hukum 4, no. 1 (October 31, 2019): 1–20. http://dx.doi.org/10.24246/jrh.2019.v4.i1.p1-20.
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This article discusses about provisions and application of the Piercing The Corporate Veil (PVC) doctrine in the United Kingdom, Australia and Indonesia. The main issue is when and how the courts apply the PVC doctrine, also whether the doctrine can be applied outside the courts or not. In some states such as the United Kingdom and Australia which exercise common law tradition, the courts may apply the PVC doctrine on share holders and directors when there is an exceptional circumstance which requires to apply the doctrine. Similar to both states, Indonesia, through the Indonesian Supreme Court, has already applied the doctrine long before the law on Limited Liability Company was enacted. In 1998, a unique legal case about the Liquidity Aid of Bank Indonesia shows a phenomenon that was beyond the normal understanding of the Law. In that time, the Indonesian Bank Restructuring Agency applied an out-of-court settlement model to hold shareholders' liability. Finally, this article recommends that a legal and economic study should be considered to examine the effectiveness of this approach.
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Torabi, Ahmad. "Piercing the Corporate Veil and Ambiguities in the Iranian Legal System: A Comparative Study with California Law." Journal of Politics and Law 13, no. 2 (May 27, 2020): 209. http://dx.doi.org/10.5539/jpl.v13n2p209.
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This paper focuses on the situation of doctrine of “piercing the corporate veil” in the current Iranian legal system especially in the Iranian Commercial Code and in the Iranian Civil Code. The author discusses the ambiguities and legal challenges which arise, directly or indirectly, from implementation of these challenges. There is also a comparative study of the doctrine with the common law system. The paper aims to highlight the defects of this doctrine in the Iranian law system and provides suggestions to improve it.
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Murray, Odette. "Piercing the Corporate Veil: The Responsibility of Member states of an International Organization." International Organizations Law Review 8, no. 2 (2011): 291–347. http://dx.doi.org/10.1163/157237411x633881.
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AbstractThis paper applies two manifestations of the principle of good faith – pacta sunt servanda and the doctrine of abuse of rights – to the complex relationship between member states and international organizations. The paper argues that these existing doctrines operate as a legal limit on the conduct of states when creating, controlling and functioning within international organizations. The paper begins by exploring an innovative provision in the International Law Commission's recently finalised Draft Articles on the Responsibility of International Organisations – Draft Article 61 – according to which a member state will bear international responsibility for the act of an international organization where the member state uses the organization to circumvent its own international obligations. Examining the development of Draft Article 61 and the jurisprudence upon which it is based, this paper argues that the principle which the Commission in fact seeks to articulate in Draft Article 61 is that of good faith in the performance of treaties. As such, being based on a primary rule of international law, this paper queries whether Draft Article 61 belongs in a set of secondary rules. The paper then considers the role of states in the decision-making organs of international organizations and argues that the widely held presumption against member state responsibility for participation in decision-making organs can and should be displaced in certain cases, in recognition of the various voting mechanisms in international organizations and the varied power which certain states may wield. The paper argues that the doctrine of abuse of rights operates as a fundamental legal limit on the exercise of a member state's voting discretion, and thereby forms a complementary primary obligation placed on states in the context of their participation in international organizations.
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Dąbroś, Mateusz. "Odpowiedzialność przebijająca w ramach private enforcement." internetowy Kwartalnik Antymonopolowy i Regulacyjny 9, no. 3 (2020): 21–32. http://dx.doi.org/10.7172/2299-5749.ikar.3.9.2.
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In the context of private enforcement of competition law, the issue of piercing the corporate veil, that is, the possibility of holding a non-direct infringer liable becomes particularly important. Pursuant to the thesis of the CJEU ‘Skanska’ judgment, civil courts adjudicating in cases of damages for infringements of competition law should understand the concept of ‘undertaking’ in accordance with Article 101 TFEU and its established interpretation by the Court, which may mean also adopting, under private law, the doctrine of economic succession (economic continuity) and the concept of a single economic unit. Individual member states, such as Spain and Portugal, have already adopted relevant legal regulations regarding the issue in question. In other countries, this matter has become the subject of judicial considerations. In Poland, neither of these two situations occurs. One should opt for the broad adoption of the concept of piercing the corporate veil in the context of liability for damages arising from an infringement of competition law – with both EU and national dimension.
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Marshall, Jill. "The legal recognition of personality: full-face veils and permissible choices." International Journal of Law in Context 10, no. 1 (January 31, 2014): 64–80. http://dx.doi.org/10.1017/s1744552313000372.
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AbstractA woman's freedom to develop her personality or identity as she sees fit is supposed to be legally protected in twenty-first century Europe. The European Convention on Human Rights (ECHR) provides a right to respect for one's private life in Article 8 which has been judicially interpreted to provide a right to identity or personality development. Additionally, Article 14 provides for non-discrimination and Articles 9 and 10 for freedom of expression, including that which is religious. Arguments are examined of some different interpretations of the overall purpose of human rights law − to respect human dignity and human freedom. These are examined by reference to the recent criminalisation of wearing face coverings in public places in certain European countries where the intention is to prevent the wearing of the Islamic full-face veil.1It is argued that each woman's identity is legally recognised when the concepts of human dignity and human freedom are interpreted as empowering and self-determining rather than constraining and paternalistic. Legally banning full-face veils, in liberal democracies in situations where an adult woman says she has freely chosen to wear such a garment, misrecognises her and disrespects her identity or personality: as a human being, as a member of a religious or cultural group and as an individual person capable of subjectively interpreting her own identity or personality as she sees fit.
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SHAPSUGOVA, MARIETTA. "DEPENDENCE OF THE COMPANY'S LEGAL PERSONALITY FROM THE PERSONALITY OF ITS SHAREHOLDER AS A TREND OF LEGISLATION AND LAW ENFORCEMENT PRACTICE." Gaps in Russian Legislation 14, no. 2 (March 30, 2021): 52–58. http://dx.doi.org/10.33693/2072-3164-2021-14-2-052-058.
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The concept of a legal entity as an independent legal entity, independent distinctiveness of its participants was formed gradually. In the Fatherland Law, it reached its climax in the Soviet era. It was then that such classical features of a legal entity were formulated as organizational unity, property isolation, and independent responsibility. The economic system drove this approach. In a planned socialist economy, an individual could not be the owner of the means of production, and therefore the legal personality of an enterprise was maximally alienated from a person's personality, which was reflected in its characteristics. For a long time, by inertia in Russian law and legislation, this alienation of the shareholder's personality from the legal entity's personality was preserved. The reason for the revision of this approach was the abuse by limited liability participants of legal entities controlled by them, using such a person as a "mask" for their activities and leading to a violation of creditors' interests. In this regard, with Russia's transition to market relations, an interest arose in the foreign theory of corporate law, which developed mechanisms to combat such abuses, studies of corporate forms of a legal entity, and mechanisms for bringing controllers and beneficial owners to justice were updated. The article examines the dynamics of the transformation of a legal entity's theory from dependence to independence and again to its dependence. It is argued that the shareholder's connection with the legal entity is preserved, and complete separation of the legal personality from the shareholder's personality is impossible, which is confirmed by the doctrine, law enforcement practice, and trends in the development of legislation on legal entities.
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Tokmakov, M. A. "Corporate Governance Modernization: Legal Trends and Challenges." SHS Web of Conferences 71 (2019): 04011. http://dx.doi.org/10.1051/shsconf/20197104011.
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Development of digital technology opens up new opportunities for corporate governance. At the same time, modern law faces a difficult task – to find a balance between creating conditions for development of technologies including by means of non-interference, and providing the stakeholders in corporate governance with proper legal guarantees. This paper considers the impact of some of the most significant digital technologies on corporate governance, such as distributed ledger technology, smart contracts and artificial intelligence. There are certain legal trends and challenges arising from such innovations including the pursuance of sociability, peer-to-peer and decentralization of corporate governance which in many cases is associated with abolishing of bodies (of a part of bodies) for a corporation management, or transferring their powers (a part of powers) to the corporation members and/or to a computer program (artificial intelligence, algorithm, smart contract). Besides, the paper considers occurrences of new subject of corporate relations – crypto-assets (tokens) holders as well as the possibility for recognition of the legal personality of computer programs, in particular, decentralized autonomous organizations and artificial intelligence.
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Đukić, Dalibor. "Registration of religious organizations: Between collective and corporate right to religious freedom." Zbornik radova Pravnog fakulteta, Novi Sad 54, no. 2 (2020): 709–27. http://dx.doi.org/10.5937/zrpfns54-26564.
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The primary focus of the paper is on the right of religious communities to acquire legal personality. For religious communities this issue has existential importance. Denying access to such status imposes impermissible limitations on freedom of religion or belief. The majority of religious communities seek legal entity status, because it is necessary if they want to acquire property, hire personal, apply for governmental permits etc. The right to acquire legal entity status is one of the most critical arrangements needed for religious liberty in contemporary societies. The paper includes analysis of three important characteristics of this procedure. Access to legal personality for religious or belief communities should be non-mandatory, quick and transparent. It should be taken into account that competent authorities for various political or social reasons, made untimely decisions or refused to register religious organizations due to alleged formal deficiencies. In these cases, the procedures themselves and excessive formalism were used as a mechanism to control the number of recognized religious organizations and to deny the status of a legal entity to certain religious groups. In order to prevent such occurrences, it is necessary to protect the competent authorities from all those influences that prevent them from acting impartially and neutrally. There is a variety of ways that the right to legal personality can be provided for religious communities. Registration system should be compliant with international human rights norms and it is important to recognize that registration is not a primary mechanism for exercising social control of religion.
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Simamora, Y. Sogar, Sujayadi Sujayadi, and Yuniarti Yuniarti. "BINDING EFFECT OF ARBITRATION CLAUSE TO THIRD PARTIES: PRIVITY OF CONTRACT DOCTRINE Vs. PIERCING THE CORPORATE VEIL." Yuridika 33, no. 1 (February 8, 2018): 171. http://dx.doi.org/10.20473/ydk.v33i1.7256.
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The arbitration agreement is the legal basis for the arbitration forum to examine and adjudicate the dispute which arose from a private relationship where the parties agree to settle the dispute in arbitration forum. As an agreement, the arbitration agreement still applies the principles of contract, including the principle of privity of contract. In the doctrine of privity of contract, an agreement is only binding and have legal effect only to the parties, the agreement in principle, cannot provide profit or loss to a third party. In the arbitration agreement, only the parties are bound by the arbitration agreement that can become parties to the case investigation. However, in the development of arbitration practice also shows that a third party, not a signatory to the arbitration agreement can be held accountable through an examination of the arbitration case. Such a situation is possible if the third party is resident as a holding company or shareholder of a limited liability company, in which the limited liability company is bound by an arbitration agreement, and the holding company or shareholder proven to perform actions through a subsidiary or a limited liability resulting harm the other party.
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White, Tom. "Nothing to See Here? The Extension of Parent Company Liability in James Hardie Industries plc v White." Victoria University of Wellington Law Review 51, no. 1 (June 22, 2020): 155. http://dx.doi.org/10.26686/vuwlr.v51i1.6522.
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In James Hardie Industries plc v White, the New Zealand Court of Appeal considered circumstances where a parent company could be directly liable for defective products produced by its subsidiary while upholding the principles behind separate corporate personality. The Court passed off the case as an unexceptional development in the law, based on an application of ordinary tort law principles and supported by decisions from overseas jurisdictions. However, the Court neglected to consider the underlying policies of the cases it cited, ignored important distinctions between them and the present case and did not inquire into whether they were in fact relevantly applicable. In fact, the Court extended parent company liability for the acts and omissions of its subsidiary far beyond what courts in overseas jurisdictions have held. In doing so, the Court implicitly lifted the corporate veil and failed to acknowledge the impact such a finding of liability would have on the corporate form.
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Hun Park and 이상신. "Relationship of the Legal Principle of Piercing Corporate Veil on Tax Laws and the Principle of Substantial Taxation." Seoul Tax Law Review 16, no. 1 (April 2010): 396–426. http://dx.doi.org/10.16974/stlr.2010.16.1.010.
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Patakyová, Mária, and Jana Duračinská. "Limited Liability Company in Slovakia: Current Problems Faced." Central European Journal of Comparative Law 1, no. 1 (June 30, 2020): 179–94. http://dx.doi.org/10.47078/2020.1.179-194.
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This article is focused on the Limited Liability Company (LLC), the most popular form of company in Slovakia, as a legal form for small and medium enterprises. The article analyses selected topics that are important for comparison and for establishing a better understanding of the Slovak regulation; these are mainly capital requirements and capital protection, bans on the return of investment contributions, management responsibility, the responsibility of the single or majority member, and rules on minority protection. The article also describes the current problems regarding the LLC regulation in Slovakia (restrictions on the company formation, transfer of business shares, piercing the corporate veil, de facto statutory body/ director.
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Oliinyk, O. S. "Sources Of Corporate Law Of Ukraine : Features Of Systematization." Actual problems of improving of current legislation of Ukraine, no. 51 (August 6, 2019): 49–58. http://dx.doi.org/10.15330/apiclu.51.49-58.
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In the article research is carried out and such fundamental legal category as «source of right» is analysed. A concept «source of right» is today multidimensional, can be examined as in wide so in a narrow value. On the specific of sources of right can influence him branch belonging. In the presented article the «source of right» is examined in a formal aspect and answers formal definiteness.
On the basis of the general theoretic going near a concept «source of right» a concept «source of corporate law» is certain in the article. Drawn conclusion, that source corporate it is an external form of expression of norms of corporate law. It is marked that legal nature of sources of corporate law is related to the concept of corporate law and concept of corporate legal relationships.
The concept of the system of sources of corporate law is offered in the article. Signs over of the system of sources of corporate law are brought. Criteria are marked for classification of sources of corporate law, that are in basis of the system. Drawn conclusion, that basic structural parts of the system of sources of corporate law are normatively-legal acts, corporate acts, normative agreement, corporate customs, judicial practice.
In the article the author supported the position that corporate law is an integral part of civil law. Therefore, the sources of corporate law are an integral part of civil law sources. The author divides the sources of corporate law for their legal force, under the subjects of rulorcreativity, by means of acceptance, for the purpose of adoption. The article emphasizes the importance of corporate acts in the regulation of corporate legal relations. Corporate acts in the article are considered as actions aimed at emergence or realization of corporate legal personality of participants of corporate education. It is concluded that corporate acts have a contractual, and not a lawful nature. It is stated that when creating corporate acts both public and private interests of interested participants are taken into account.
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Kalvodová, Věra. "Legal entities and criminal law – principles of sanctioning." Acta Universitatis Agriculturae et Silviculturae Mendelianae Brunensis 61, no. 7 (2013): 2261–68. http://dx.doi.org/10.11118/actaun201361072261.
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The article deals with the issue of sanctioning of legal entities in connection with corporate criminal liability introduced after 1 January 2012. It provides a characterization of the sanctioning system provided for under the Act No. 418/2011 Coll. on the Criminal Liability of Legal Entities and on Proceedings against Them, and deals with the crucial principles governing the imposition of punishments and the protective measure. It further discusses the modifications of the sanctions with respect to legal entities, mainly as regards the principles of legality, purposefulness, adequacy, personality and subsidiarity of criminal repression.
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Fasoula, Vasiliki. "Extending the Principle of Economic Continuity to Private Enforcement of Competition Law. What Lies Ahead for Corporate Restructuring and Civil Damages Proceedings after Skanska? Case Comment to the Judgement of the Court of Justice of 14 March 2019 Skanska Industrial Solutions and others (Case C-724/17)." Yearbook of Antitrust and Regulatory Studies 12, no. 19 (2019): 259–68. http://dx.doi.org/10.7172/1689-9024.yars.2019.12.20.11.
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In the tradition of civil law Member States, civil liability issues are linked to the legal entity that caused a damage, with the exception of lifting the corporate veil. The Finnish competition authority imposed fines to Finnish companies that participated in an asphalt cartel. Following that decision, an action for damages was lodged for infringement of Article 101 TFEU that ultimately led to the Skanska ruling. The European judge completes and specifies some ambiguities of the Damages Directive. From a holistic point of view of the objective pursued by both public and private enforcement of European competition law rules, the economic entity of an ‘undertaking’, as it is defined by European law rather than the legal entity as it is defined by national law, must be a substantive criterion, and not a procedural one, in civil liability procedures before national courts awarding damages for European law infringements. Introducing the principle of economic continuity to national civil liability procedures is a creeping harmonisation of national civil law in order to serve the effectiveness of European competition law. The scope of Skanska could also extent to Article 102 TFEU infringements. Corporate restructuring must follow from now on a lengthy and complex due diligence as the acquirers could be liable for their predecessors’ infringements in any Member State.
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Wilson, Eric. "The VOC, Corporate Sovereignty and the Republican Sub-Text of De iure praedae." Grotiana 26, no. 1 (2007): 310–40. http://dx.doi.org/10.1163/187607508x366580.
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AbstractThis essay discusses some of the ways in which De iure praedae may be understood to constitute a republican text. It is my argument that the 'Commentary on the Law of Prize and Booty' should be firmly located within the over-arching republican discourse of the juvenilia, although the text's republican content is not immediately apparent. On close examination, a republican sub-text is detectible through the author's treatment of the discursive object of the text, the Dutch East India Company (the VOC), a corporate body. By attempting to legitimate the VOC's natural right to wage just war, Grotius invests a private entity with a public mark of sovereignty. This investiture of a non-state actor with public international legal personality forces a careful reappraisal of two central characteristics of seventeenth-century republican thought: (i) the divisibility of sovereignty, and (ii) the fluid demarcation between the 'public' and the 'private' spheres. I conclude that the VOC may be accurately denoted a 'corporate sovereign', an entity whose legal personality is derived from the corporatist principles that underlined early republican and federalist theory.