Veil of Incorporation

Question: Discuss about theVeil of Incorporation. Answer: Introduction Traditionally, in the majority of the Commonwealth jurisdictions around the world, including Singapore, the law recognizes a company as a distinct personality (Bello Michael 2014). In other words, a corporate has an identity and existence that is separate from its members. The most significant impact of this legal recognition is that the obligations and debts that are accrued by the business belong to it and that in general unless the subject corporate is an unlimited company, the members of a company do not share its liabilities (Cheng 2010). Thus, the creditors of the corporate can only seek the settlement of their debts from the company. In case the company is adjudged insolvent and is incapable of settling the debts it owes, the creditors must bear the loss even in those circumstances where the individual members of the company are in a position to pay the debts. Under company law, the only obligation that the incorporators of company have is to contribute towards the outstandin g amount based on either the shares they have subscribed to in the company, or the amount that they have consented to contribute towards debt settlement, in the event it is a corporate limited by guarantee (Macey Mitts 2014). Ideally, this statutory obligation is only owed to the company and not the company's creditors. As such, in case the company shares have already been paid in full or were issued on a wholly paid basis, the incorporators of a company that is limited by shares lack additional liability to the company. Therefore, in the context of a limited liability company, the liability of the members to make contributions towards the company is only limited to the amount that they have settled to contribute. Nevertheless, whereas an incorporated company is recognized in law as a separate legal person' distinct from its members, there are various instances in which the courts disregard such separate legal person, and instead, regard the corporate and its officers or members as one for restricted purposes (Singapore Academy of Law 2016). Therefore, for instance, there can be situations where the courts hold the incorporators or officers of a company liable for the debts that have been incurred by the company. Accordingly, this holding by the courts is commonly identified as the doctrine of lifting or piercing the veil' of incorporation. The doctrine was developed in the famous English Case of Salomon v Salomon Co Ltd where the House of Lords held that although a company is a legal entity that is separate from its members, as an issue of law, the parties are divided by what is referred to as a corporate veil.' It is this corporate veil' that forms the basis of the courts ignoring the legal recognition of an incorporated company as a separate and distinct entity from its incorporators, thereby holding the incorporators or officers of a company liable to the debts incurred by a company (Millon 2010). The instances or circumstances in which the courts in Singapore pierce the corporate veil fall into two main categories, namely: at common law and by statute. Under statute, particularly in the Companies Act, there are at least three examples where this is expressly manifested (Singapore Academy of Law 2016). First, Sections 339(3) and 340(2) of the Companies Act allows the courts to pierce the corporate veil in those circumstances it establishes that a company has incurred debts without any probable or reasonable expectation that it would be in a position to settle the incurred debts. Accordingly, the collective effects of the aforementioned statutory provisions is that where a company contracts debts without any probable or reasonable expectation that it would be capable of paying the debts in future, any member or officer of the company who was aware of the company's inability to pay the debts but went ahead to contract the debts, is guilty of an offence. The officer or member of the company may, upon conviction, be made individually liable to entire or any part of the subject debts. Second, Section 340(1) of the Companies Act permits the court the pierce the corporate veil in those circumstances where it establishes that debts incurred by the company were as a result of business transactions that were aimed at defrauding creditors. The court may adjudge that any individual who had knowledge and was party to the fraudulent activities personally liable for whole or any part of liabilities or debts the company owes creditors. Finally, Section 403(2)(b) of the Companies Act allows the court pierce the corporate veil where it makes a determination that a company has incurred debts as a result of paying dividends that are in excess of the profits. In both principle and practice, dividends are only payable when the company is profitable in order not to unreasonably prejudice the company's creditors. Therefore, a Chief Executive Officer (CEO) or director of a corpo rate who willfully allows the payment or pays dividends well aware that the company has not realized any profits is liable to the company's creditors for the due debts (Singapore Academy of Law 2016) In contrast, apart from the aforementioned statutory provisions, the Singaporean Courts can pierce the corporate veil using the common law exclusions to the application of the separate personality doctrine. One common law exception is that involving the abuse or misuse of the corporate vehicle (Singapore Academy of Law 2016). Ideally, people establish companies for different reasons. However, there is no doubt that one of these reasons is to protect themselves from individual liability in the event the corporate fails. It was observed in Adams v Cape Industries Plc [1990] 1 Ch 433 that the mere fact that officers or members of a corporate use the corporate vehicle to insulate themselves from individual liability is not a reason for the courts to ignore the doctrine of separate personality. Nonetheless, the court has held in Prest v Petrodel Resources Ltd [2013] 2 AC 415 and Simgood Pte Ltd v MLC Shipbuilding Sdn Bhd Bhd [2015] SGHC 303 that this position is distinct where the officer s or members of a company misuse or abuse the company structure for improper purposes. Therefore, if a person already has particular obligations but tries to use the company vehicle to avoid the obligations in question, the courts will often disregard the separate personality nature of the company. For instance, in Jones v Lipman [1962] 1 WLR 832, the court held that an individual who has already consented to sell their house cannot evade this contractual obligations through transfer of the house to a corporate. Similarly, in Re Darby [1911] 1 KB 95, the court held that if a business is used to commit a deceitful act, the courts will treat such a company as well as its incorporators as one and the same. Therefore, if a corporate is established with an intention to defraud unknowing investors, the court can pierce the corporate veil and old the members or officers of the company liable even if the company and the incorporators are distinct and separate under the law. Subsequently, it is important to note that in Yap Sing Hock I, Public Prosecutor (1992) 2 MLJ 714, the court observed that there are unlimited purposes for which the court can pierce the corporate veil. Furthermore, these purposes include the discovery of engaging in trade practices with the enemy, finding of tax evasion, improper or illegal purpose, and on the basis of equitable consideration (Macey Mitts 2014; Singapore Academy of Law 2016) In conclusion, it is clear from the preceding discourse that the common law doctrine of lifting or piercing the corporate veil as was developed by the House of Lords in Salomon v Salomon Co Ltd continues to influence the Singaporean jurisprudence on Company law. The central principle concerning the status of companies as body corporates is that they are separate from their members and other controllers. Thus, the general rule is that the corporate veil will always be maintained. However, the courts in Singapore, as well as other jurisdictions such as Malaysia, have often recognized that this general rule may at times lead to injustice and promote the perpetuation of an illegality if it is strictly applied. Thus, for purposes of promoting the rule of law, prevention of abuse of the corporate vehicle, and access to justice, the Parliament and the courts have prescribed the various circumstances under which the corporate veil can be pierced. Under the Companies Act, there are at least three circumstances in which the courts may lift or raise the corporate veil, including (i) where they establish that a company has incurred debts without any probable or reasonable expectation that it would be in a position to settle the incurred debts; (ii) where they determine that the debts incurred by the company were as a result of business transactions that were aimed at defrauding creditors; and (iii) where it makes a determination that a company has incurred debts as a result of paying dividends that are in excess of the profits. On the other hand, in suo moto, the court can use the common law exclusion to the doctrine of separate personality, which is the abuse of the corporate vehicle, to raise the corporate veil. References Bello, A.S, Michael, O. 2014. Piercing the Veil of Business Incorporation: An Overview of what Warrants It. Review of Contemporary Business Research, Vol. 3, No. 2, pp. 117-138. Cheng, T.K., 2010. Form and substance of the doctrine of piercing the corporate veil. Mississippi law journal, 80(2). Macey, J. and Mitts, J., 2014. Finding order in the morass: The three real justifications for piercing the corporate veil. Cornell L. Rev., 100, p.99. Millon, D., 2010. The Still-Elusive Quest to Make Sense of Veil-Piercing. Texas Law Review, 89, p.15. Singapore Academy of Law. 2016. Ch.16 Singapore Company Law. [online]. Retrieved from: https://www.singaporelaw.sg/sglaw/laws-of-singapore/commercial-law/chapter-16 [Accessed 11 November 2016].

The 7th Army was a Royal Yugoslav Army Essays - Military

The 7th Army was a Royal Yugoslav Army formation raised prior to the German -led Axis invasion of Yugoslavia in April 1941, during World War II . It consisted of two divisions , two brigade -strength mountain detachments, and a brigade-strength infantry detachment. It formed part of the 1st Army Group , and was responsible for the defence of Yugoslavia's north-western frontier with Italy and Nazi Germany . Despite concerns over a possible Axis invasion, orders for the general mobilisation of the Royal Yugoslav Army were not issued by the government until 3 April 1941, out of fear this would offend Adolf Hitler and precipitate war. When the invasion commenced on 6 April, the 7th Army was only partially mobilised , and on the first day the Germans seized several mountain passes and bridges over the Drava river . Slovene politicians formed a National Council of Slovenia with the intent of separating from Yugoslavia, and on the right flank of the 7th Army, the 4th Army was seriously weakened by Croat fifth column activities within its major units and higher headquarters from the outset. This alarmed the 7th Army commander, Divizijski djeneral HYPERLINK "https://en.wikipedia.org/wiki/7th_Army_(Kingdom_of_Yugoslavia)" \l "cite_note-3" [b] HYPERLINK "https://en.wikipedia.org/wiki/Du%C5%A1an_Trifunovi%C4%87 " \o "Dusan Trifunovic" Dusan Trifunovic , but he was not permitted to withdraw from the border areas until the night of 7/8 April, and this was followed by the German capture of Maribor on 8 April as they continued to expand their bridgeheads, supported by the Luftwaffe . On 10 April, the German 14th Panzer Division captured Zagreb . Italian offensive operations began the following day, with thrusts towards Ljubljana and down the Adriatic coast, and resulted in the capture of more than 30,000 Yugoslav troops near HYPERLINK "https://en.wikipedia.org/wiki/Delnice" \o "Delnice" Delnice . When fifth column supporters of the Croatian nationalist HYPERLINK "https://en.wikipedia.org/wiki/Usta%C5%A1e" \o "Ustase" Ustase movement arrested the headquarters staff of the 7th Army later that day, the formation effectively ceased to exist. On 12 April, the 14th Panzer Division linked up with the Italians near the Adriatic coast, encircling the remnants of the 7th Army, which offered no further resistance. Ceasefires were implemented from 15 April, and the Yugoslav Supreme Command surrendered unconditionally effective on 18 April.

Literary Analysis Essay Examples From C.S. Lewis

Literary Analysis Essay Examples From C.S. LewisIf you are having a hard time coming up with your own ideas for literary analysis essays, I will teach you some interesting literary analysis essay examples from one of my favorite authors, C.S. Lewis. C.S. Lewis was a very famous author of children's literature. His works are always good to read. He wrote a lot of different type of literary analysis essay examples and I will give you a link to his complete collection.'A Grief Observed' by J.R.R. Tolkien: This is an interesting and brief literary analysis essay. The essay discusses how Tolkien viewed death and mortality.'The Desolation of Smaug' by J.R.R. Tolkien: This essay discusses how Tolkien found meaning in death and mortality. In this essay, he compares death to the Smaug, the dragon in the Lord of the Rings novel.'Frodo's Birthday' by J.R.R. Tolkien: This essay gives examples of Tolkien's character-based essays and what makes them so interesting. You should be able to really dig into this essay because of all the different character studies it contains.'Frodo's Birthday' by J.R.R. Tolkien: This essay describes the experience of losing a loved one and losing that loved one with all the grieving and sadness associated with it. As you can see, this essay has a lot of emotional content.'Riddles in the Dark' by Terry Pratchett: This is another literary analysis essay by Terry Pratchett that you can check out. This essay gives examples of the characters with personality quirks and flaws and what makes these people distinct. It also discusses what makes the characters in the novel great.'The Last Battle' by Terry Pratchett: This essay discusses the nature of hope, sacrifice, and the ways in which human beings can adapt to changing circumstances. For this reason, this essay is very interesting and worth looking at.'Oathkeeper' by Terry Pratchett: This essay is full of literary analysis, as it discusses the two main characters of the novel. The essay discusses how the novel depicts the relationships between its characters. The essay is a little bit long but it is worth reading.

Jack Dempsey essays

Jack Dempsey essays During the 1920s people in the United States turned out in masses to witness various sporting events throughout the country. Professional boxing was arguably the most popular attraction for the sporting crowd and fighters like Harry Greb, Benny Leonard and Mickey Walker consistently brought out fans by the thousands every time that they fought. However, no one could fill the seats the way that Jack Dempsey could. Jack Dempsey was born in Manassa, Colorado on June 24, 1895. He grew up in the various mining towns of Colorado and it was there that he got his first taste of professional boxing. From 1911 until 1914 Dempsey had hundreds of barroom fights and it is not certain when his first professional bout occurred, but whenever it was he fought using the moniker of Kid Blackie. From August 18, 1914 up to July 4, 1919, Dempsey left a trail of beaten heavyweights in his wake, most by early round knockouts. Due to the fact that most champions avoided most of the better colored fighters of the era, Dempsey was the logical contender to receive a shot at Jess Willards heavyweight title. On July 4, 1919 in Toledo, Ohio Jack Dempsey stepped into the ring weighing 187 pounds, opposing him was the 245 pound champion Jess Willard. For the three rounds that the fight lasted, Dempsey administered one of the fiercest beatings in ring history. Willards face was mask of gore as Dempsey ruthlessly attacked his prey. At the end of three rounds, Willard sat on the stool in his corner a beaten man. In the opposite corner sat the new heavyweight champion of the world. After winning the title Dempsey fought mostly exhibitions electing only to defend the title ever so often, but when he did defend new arenas had to be built because most could not hold the gigantic crowds that filled the seats. On July 2, 1921 Dempsey fought Georges Carpentier, the European heavyweight champion in what would become ...

101.Should talking and texting on a cell phone without a hands-free Essay

101.Should talking and texting on a cell phone without a hands-free device while driving be illegal - Essay Example More alarmingly, recent years of the road safety issues are derived from the mismanagement of communication devices during driving. A careless and distracted driving practice associated with talking or text messaging while the vehicle governance is on the rise in every part of the world. More noticeably, use of handheld devices during driving is more dangerous than permissible levels of drunk driving because the former holds the preoccupation of the driver indulging in impulsive variations. Thousands of lives are lost and many more are left permanently disabled due to the negligence of drivers of public transportation particularly. At this wake, it is essential to make an over view of the impact of the culpable practice of careless driving and raise an alarm in the minds of people about the peril closely following it. Severe violations of driving ethics from drivers cause damage to life of people from utter carelessness. In an accident, the impact of the negligence of one drover is born by either party involved and usually, the lighter vehicle gets most of the reward of the evil. As Barrouquere (Sep 14, 2011) reports, in Kentucky, a tractor-trailer crash on a van claimed nine lives on the spot in Interstate 65 on 26th March, 2010 – the reason was that the truck driver had just made and outgoing call that lasted for a second when the truck hit the van. The Kentucky accident alerted the authorities which came forward with bills banning the use of hand held communication devices, especially mobile phones during driving. Presently, there are many regulations of the use of handheld devices while driving but most of them are limited to marginal amount of penalty that prove insufficient to curb this problem. The identified reasons for increasing car and truck accidents reveal the role of employers, parent and consignees who make frequent and unexpected calls to the drivers of both commercial and private vehicles. At the moment,

Management case study Essay Example | Topics and Well Written Essays - 500 words - 1

Management case study - Essay Example Generally speaking, some team members accept a higher level of responsibility and turn out superior performance compared to their colleagues. This happens as a result of their inner drive, leadership qualities and training. A team leader has the envious task of recognizing such individuals and encouraging them on the one hand, and persuading the others to lift their performance to match with the formers. In the given case, my team has turned in a good performance for which the higher management has decided on a uniform reward for all members of my team and assigned me the task of announcing it. To communicate the decision, I would call for a meeting of my full team and start the proceedings by congratulating the entire team for their team work that made us to achieve the goal of new product offering successfully. I would then make a special mention of the fact that some of them were with the team practically from the inception and / or had put in extra efforts to lift the project off the ground to give it an actionable shape, overcoming challenges and that they deserve a special mention and cheers. I would announce their names. By this process, I would make a public recognition of the superior performers, which in itself is an incentive. I would follow this with a statement that in the ultimate analysis, success would not have been so complete had it not been for the enthusiasm and cooperation of all members of the team. I would encourage the team to follow the lead given by the superior performers, to emerge as future leaders for whom rewards and recognitions await in times to come. I would conclude the meeting by confirming that the Executive Management was pleased with the team performance and decided to award extra two days off for each member of the team for the next

Banduras social learning theory Essay Example for Free

Banduras social learning theory Essay Our study is based on the theory of operant conditioning and Banduras social learning theory. Operant conditioning states that learning happens through association, and we believe that car advertises are trying to make their target population associate buying their car with a desired characteristic/traits/lifestyles e.g. having a lot of female attention. Skinner described the ABC model of operant conditioning, which includes an antecedent, behaviour and a consequence. Bandura for his theory stated that learning can only occur if the four criteria (attention, retention, reproduction and motivation) were met. From looking at YouTube adverts we found that smaller cars had a tendency to have more feminine themes whereas larger cars tended to have more masculine themes.  Aim  To whether there is a difference between gender and the size of cars they drive.  Alternative Hypothesis:  Males will have a higher tendency to drive large cars while females will have a higher tendency to drive smaller cars  Null Hypothesis:  There will be no difference in gender and the size of the car they drive, and any difference will be due to chance. METHOD:  Design:  This is an independent group design and a quasi experiment as each participant can only be in either the male or the female category. We will gather our data by tallying, as our study will only include nominal data. This is useful as tallying is easy to analyse and draw up conclusions from. We are only looking at the gender of the driver and the type/size of their cars, so our data is quantitative. This is a non-participant naturalistic overt observation. Seeing as our results are nominal, this is an independent group design and the hypothesis predicts a difference. We will try our best to operationalise our variables by tallying the cars for the same period of time and by collecting data in different locations throughout Maidstone. Our IV will be the gender and how dependent variable (DV) will be the size of the cars. To make it easier to see the driver or the car, we will be collecting our data by a set of traffic lights, and tallying in the correct sections.  Participants  All of our participants will be over 17, as this is the legal minimum driving age. We will be using opportunity sampling as only those driving at the time of the study will take part in the study. Apparatus  Pen, paper and clipboard   Procedure  1. A table was draw up to collect results in (a copy can be found in appendix)  2. Researchers decided time and place of when they will be getting results  3. Researches went to location, stood by the nearest traffic light and collect results  4. Next lesson, the results were pooled  5. Adjustments were made  6. Carried out inertial test using chi-squared test  Control:  Pilot study was not to include family and sports cars as they are marketed differently and tend to be gender neutral. We increased our ecological validity by carrying out the experiment in different places in Maidstone. Ethics We followed most of the ethical guidelines by: ensuring that no participants were harmed physically or psychology and that the results were anonymous. Participants were not given fully-informed consent and were not debriefed as this would be too time consuming, but if a participant was to ask about our study they would have been told the true aim of the study and having their results omitted if they want to.We will accept our null hypothesis and reject our alternative hypothesis because our observed value (1.34) of chi-squared is lower than the critical value(3.841) and this means our results arent significant. Therefore the probability of our results being due to chance equal p0.5. Evaluation Our results are not generalisable because our participants are only form Maidstone and surroundings areas. People from different areas may have different cars and adverts in different cars might be marketed differently where males may not necessarily drive large cars and females drive small cars. To improve the study, we could look at adverts from other countries and if they are different, we could see whether they have an effect on the drivers.  By using opportunity sampling, our results were not representative because there might be different people that only drive specifically during a certain time of day. Our results are not reliable as they have inter rater reliability and also it is likely that participants may not have been driving their own car they might have been driving a family members car or a company car either way they might have not necessarily been driving their own car. This means our results would be unreliable because we are trying to find out if advertising influences a persons choice in cars we would have to ask the participants if they are driving their own cars and discard the results of those who arent. However, this is would be too time consuming and the only way of doing this efficiently is to do it in a car park but this would mean our sample size would be small.  We can also tell that our results arent replicable as other members of our class had different results and did accept their alternative hypothesis (we all carried out the same tasks with the same aim but under different conditions) and they are not similar to the key study (Bandura) as his study would suggest that advertising would have an effect on peoples choice on the size of the car. Also, there are other factors that may influence the choice on car, for example the cost of the car. Our results were made insignificant because there were more males driving small cars than large cars but overall there were more small cars than large cars observed in the experiment and this could be due to smaller cars being cheaper rather than the way they are being observed.  We could carry out the experiment at different types to have more control over extraneous variables in order to try and improve our study. Seeing as our results show that there is no difference between gender and the size of the car, it seems that our study would have applications to real life as it shows that advertisers are wasting their money marketing their cars specifically to male/females.  The study was valid in that it was a naturalistic observation of real driving behaviour that was not affected by the observer. The drivers of the cars were either male or female. Also, our study has face validity as there are different opinions on types and the sizes of cars, even though there was a general outline, most of us did get confused about some cars and to those that we could not categorise were not included in the study.  Our study would be ethical regardless of the fact that informed consent was not given as if participants were to ask us about the study; they would be informed about the true aim.