Lifting the Veil: Imagination and the Kingdom of God

Product Information

Significant undercapitalization of the business entity (capitalization requirements vary based on industry, location, and specific company circumstances); TL Hazen and JW Markham, Corporations and Other Business Enterprises (2003) ISBN 0-314-26476-0 pg. 124–144. Jan Lieder, "Liability because of existence-destroying interventions", in: Andrea Vicari/Alexander Schall (eds.), Company Laws of the EU, 2020, Part 2: Germany, Chapter 7: Groups of Companies, pp. 397 - 401, at paras. 647 - 661. The Court of Appeal, declaring the company to be a myth, reasoned that Salomon had incorporated the company contrary to the true intent of the then Companies Act, 1862, and that the latter had conducted the business as an agent of Salomon, who should, therefore, be responsible for the debt incurred in the course of such agency. The doctrine laid down in Salomon v. Salomon and Salomon Co.Ltd, has to be watched very carefully. It has often been supposed to cast a veil over the personality of a limited liability company through which the Courts cannot see. But, that is not true. The Courts can and often do draw aside the veil. They can and often do, pull off the mask. They look to see what really lies behind”. Judicial Provisions Or Grounds For Lifting The Veil-

Berkey v. Third Avenue Railway, 244 N.Y. 602, 155 N.E. 914 (1927). Benjamin Cardozo decided there was no right to pierce the veil for a personal injury victim. Capuano, Angelo (2009), "The Realist's Guide to Piercing the Corporate Veil", Australian Journal of Corporate Law, 23 (1): 56–94, SSRN 1369110 Thus it is abundantly clear that incorporation does not cut off personal liability at all times and in all circumstances. “Honest enterprise, by means of companies is allowed; but the public are protected against kitting and humbuggery”. The sanctity of a separate entity is upheld only in so far as the entity is consonant with the underlying policies which give it life.Perpetual Real Estate Services, Inc. v. Michaelson Properties, Inc. 974 F.2d 545 (4th Cir. 1992). [45] The Fourth Circuit held that no piercing could take place merely to prevent "unfairness" or "injustice", where a corporation in a real estate building partnership could not pay its share of a lawsuit bill Farrar (n 8). See also, John Lowry & Arad Reisberg, Pettet’s Company Law: Company Law and Corporate Finance (4th edn, Pearson 2012). Ibid 30-31 (Lord Halsbury LC). See also, Gas Lighting Improvement Co. Ltd. v Commissioners of Inland Revenue, 1923 AC 723 (Lord Sumner). To avoid such alleged unjust exclusion, the liquidator, on behalf of the unsecured creditors, alleged that the company was sham, was essentially an agent of Salomon, and therefore, Salomon being the principal, was personally liable for its debt. In other words, the liquidator sought to overlook the separate personality of Salomon Ltd., distinct from its member Salomon, so as to make Salomon personally liable for the company’s debt as if he continued to conduct the business as a sole trader. ISSUE IN SALOMON V SALOMON It is possible to lift the veil if there is a relationship of agency. This will require an agreement (either explicit or implicit) that the parties act for each other. Then, provided they have remained within the boundaries of the agency, the principle is bound by the acts of the agent.

PREMATURE TRADING- Another example of personal liability is mentioned in Section 117 (8) of The English Companies Act. Under this section a public limited company newly incorporated as such must not “do business or exercise any borrowing power” until it has obtained from the registrar of companies a certificate that has complied with the provisions of the act relating to the raising of the prescribed share capital or until it has re-registered as a private company. If it enters into any transaction contrary to this provision not only are the company and it’s officers in default , liable to pay fines but if the company fails to comply with its obligations in that connection within 21 days of being called upon to do so, the directors of the company are jointly and severally liable to indemnify the other party in respect of any loss or damage suffered by reason of the company’s failure.

lift the veil (on something)

Blank, Joshua D.; Staudt, Nancy C. (May 2012). "Corporate Shams" (PDF). NYU Center for Law, Economics and Organization. New York University School of Law . Retrieved 9 September 2017.

One of the main motives for forming a corporation or company is the limited liability that it offers to its shareholders. By this doctrine, a shareholder can only lose what he or she has contributed as shares to the corporate entity and nothing more. This concept is in serious conflict with the doctrine of lifting the veil as both these do not co-exist which is discussed by us in the paper in detail. DEVELOPMENT OF THE CONCEPT OF “LIFTING THE CORPORATE VEIL” Lifting of the corporate veil means disregarding the corporate personality and looking behind the real person who are in the control of the company. In other words, where a fraudulent and dishonest use is made of the legal entity, the individuals concerned will not be allowed to take shelter behind the corporate personality. In this regards the court will break through the corporate shell and apply the principle of what is known as “lifting or piercing through the corporate veil.” And while by fiction of law a corporation is a distinct entity, yet in reality it is an association of persons who are in fact the beneficial owners of all the corporate property. In United States V. Milwaukee Refrigerator Co., the position was summed up as follows: The Court may, on the facts of a case, treat a subsidiary as merely a branch or department of one large undertaking owned by the holding company. FG (Films) wanted to register its firms as British. The company was 90% owned by US citizens, no employees or officers in the UK, money was merely channelled through FG (films)

Wordle Helper

Sections 307 and 308- Section 307 applies to every director and every deemed director. Not only the name, description and amount of shareholding of each of the persons mentioned but also the nature and extent of interest or right in or over any shares or debentures of such person must be shown in the register of shareholders. unity of interest and ownership": the separate personalities of the shareholder and corporation cease to exist, Kinney Shoe Corp. v. Polan, 939 F.2d 209 (4th Cir. 1991). [48] The veil was pierced where its enforcement would not have matched the purpose of limited liability. Here a corporation was undercapitalized and was only used to shield a shareholder's other company from debts. Where the court refused to lift the veil, the Court of Appeal said that although the company had clearly been set up to reduce future liability exposure, the fact that this arrangement was not moral did not matter. The veil cannot be lifted if the arrangement has been done to ensure that future liability will fall on another member of the group. This is fine. But the arrangement cannot defend already existing claims.

Baltrušaitis, Jurgis (1967). La Quête d'Isis: Essai sur la légende d'un mythe (in French). Olivier Perrin. For instance, in Bank of Tokyo v Karoon,23 the Court of Appeal rejected the “single economic unit” theory arguing that “we are concerned not with economics but with law. The distinction between the two is, in law, fundamental and cannot here be abridged”. Further, in the case of VTB Capital Plc v Nutritek International Corporation, 24 the court reiterated the restricted scope of veil piercing as only a limited equitable remedy. Some of the earliest instances where the English and Indian Courts disregarded the principle established in Salomon’s case are:

Quentin, Florence (2012). Isis l'Éternelle: Biographie d'une mythe féminin (in French). Albin Michel. ISBN 978-2-226-24022-4. The veil of Isis is a metaphor and allegorical artistic motif in which nature is personified as the goddess Isis covered by a veil or mantle, representing the inaccessibility of nature's secrets. It is often combined with a related motif, in which nature is portrayed as a goddess with multiple breasts who represents Isis, Artemis, or a combination of both. The motif was based on a statue of Isis, or of the goddess Neith who was sometimes equated with her, in the Egyptian city of Sais mentioned by the Greco-Roman authors Plutarch and Proclus. They claimed the statue bore an inscription saying "I am all that has been and is and shall be; and no mortal has ever lifted my mantle." Illustrations of Isis with her veil being lifted were popular from the late 17th to the early 19th century, often as allegorical representations of Enlightenment science and philosophy uncovering nature's secrets. Authors at the end of the 18th century, foreshadowing the Romantic movement, began using the lifting of Isis's veil as a metaphor for revealing awe-inspiring truth. Helena Blavatsky, in Isis Unveiled in 1877, used the metaphor for the spiritual truths that her Theosophical belief system hoped to discover, and modern ceremonial magic includes a ritual called the Rending of the Veil to bring the magician to a higher state of spiritual awareness.