Company Law Topic Notes
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Questions and Answers

What does the principle of separate legal personality indicate about a company?

  • A company acquires a distinct personality that is separate from its owners. (correct)
  • A company cannot own property independently of its managers.
  • A company has contractual limitations consistent with its owners.
  • A company’s identity depends entirely on its shareholders.

    • What does the veil of incorporation protect shareholders from?

  • Having perpetual existence as a company.
  • Owning property independently.
  • Being able to enter into contracts.
  • Being held liable for the company's debts. (correct)

    • Under what circumstance can the veil of incorporation be pierced?

  • When there is only one shareholder involved.
  • Whenever a company is profitable.
  • When shareholders properly inform others of their business transactions.
  • When it is used to evade legal liabilities or limitations. (correct)

    • According to the content, what is a key consequence of a company's perpetual existence?

    <p>The company's existence is not affected by changes in ownership.</p> Signup and view all the answers

    What did Lord Denning argue regarding groups of companies?

    <p>A corporate group can be viewed as a single economic unit in law.</p> Signup and view all the answers

    In which case was the notion of lifting the veil discussed in relation to evasion of liability?

    <p>Gilford Motor Co v Horn</p> Signup and view all the answers

    The agency argument can be used in limited cases to challenge which principle?

    <p>The principle of separate corporate personality.</p> Signup and view all the answers

    What is a key aspect of a company's contractual capacity as mentioned in the content?

    <p>A company can enter contracts independently of its members.</p> Signup and view all the answers

    What case established the principle of separate corporate personality?

    <p>Salmon v Salomon</p> Signup and view all the answers

    Which of the following best describes the concept of separate corporate personality?

    <p>A company operates independently of its shareholders and directors.</p> Signup and view all the answers

    Which term best describes the legal distinction that allows a company to act on its own behalf?

    <p>Corporate personality</p> Signup and view all the answers

    What implication arises from the principle of separate legal personality?

    <p>Companies can sue and be sued in their own name.</p> Signup and view all the answers

    In which type of case would the principle of separate corporate personality be most relevant?

    <p>Litigation involving contracts held by the company</p> Signup and view all the answers

    What major change in understanding does the separate corporate personality provoke in terms of liability?

    <p>Liability is limited to the company's assets.</p> Signup and view all the answers

    Which case is NOT related to the concept of separate corporate personality?

    <p>Dimo Holdings v Jaeger Development</p> Signup and view all the answers

    What does the separate corporate personality principle protect shareholders from?

    <p>Liability for corporate debts beyond their investment</p> Signup and view all the answers

    What is a principal decision established in Salmon v Salmon?

    <p>Separate corporate personality is a clear and principal decision.</p> Signup and view all the answers

    Under what circumstances can the corporate veil be pierced according to the established principles?

    <p>To prevent the abuse of corporate legal personality.</p> Signup and view all the answers

    What does the principle of nomineeship refer to in corporate law?

    <p>A spouse can claim assets of the other through a corporate entity.</p> Signup and view all the answers

    In Adams v Cape Industries, what was reaffirmed regarding corporate personality?

    <p>Liabilities incurred by a company are the responsibility of the company itself.</p> Signup and view all the answers

    What aspect did Lord Nueberger highlight in Prest regarding the court's analysis?

    <p>The examination of specific facts is necessary.</p> Signup and view all the answers

    In the case of Akhmedova v Ackmedova, what was the wife’s contention regarding corporate assets?

    <p>The company was merely a vehicle for her husband’s interests.</p> Signup and view all the answers

    What was the main legal issue in Urban Development Corp v Jacitiar?

    <p>Whether adverse possession can apply to a company.</p> Signup and view all the answers

    What does the corporate veil generally protect according to the principles discussed?

    <p>The separate legal identity of the corporation.</p> Signup and view all the answers

    Study Notes

    Notice of Credit and Plagiarism Disclaimer

    • These notes were compiled using various textbooks and websites
    • Full credit is given to the authors of those sources.
    • Users are advised to paraphrase all material.
    • The author of this document is not liable for any plagiarism by users.

    Table of Contents

    • Company law Topic and Lecture notes: 1
    • Topic 1 - Separate Legal Entity- Principle of Corporate Personality: 7
      • Summary: 7
      • Adams v Cape Industries Plc: 8
      • VTB Capital v Nutriteck: 9
      • 1A. Introduction: 9
      • Salomon v Salomon: 10
      • B. The vail of incorporation: 11
        • 1.B.i Consequences of the veil of incorporation: 12
            1. The company has perpetual existence/succession – a life of its own: 12
            1. The company has a contractual capacity: 13
            1. The Doctrine of Sperate ownership of property: 14
        • C. Piecing the Corporate Vail: 14
          • Gilford Moto Company v Horne and Another: 15
          • Commentary: 15
          • Jones v. Lipman [1962] 1 WLR 832: 16
          • Commentary: 16
          • Donovan Crawford v Financial Institutions Services Ltd [2003] UKPC 13: 16
          • NOTE- Agency: 17
      • Smith Stone & Knight Ltd v. Birmingham Corporation [1939] 4 ALL ER 116: 17
      • Topic 3 - Director's duties: 32
        • Summary: 33
        • Who and what is a director: 34
        • 3.1 Introduction: 34
        • 3.2 Definition of Director: 35
        • Who is a director?: 35
        • 3.3 De facto, De jure directors and Shadow Directors: 35
          • A. De facto Directors: 36
          • Re Hydro-dam 1994: 36
          • B. Shadow Directors: 37
          • Secretary of State for Trade and Industry v Devrell 2001: 38
      • 3.4 The board of directors and the duties imposed: 39
        • Section 60 – The Management Mandate: 40
        • Commentary: 40
        • Statutory fiduciary and non-fiduciary duty: 40
        • Section 99 – Director's Duties: 41
        • Commentary on section 99: 42
        • Unanimous shareholder agreement: 43
        • Section 137(2): 43
        • 3.4. A- The non-fiduciary duties of the directors under 99(1)(b): 43

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    Company Law Topic and Lecture Notes PDF

    Description

    Explore key principles of company law, including the separate legal entity doctrine and landmark cases such as Salomon v Salomon. This quiz covers essential concepts related to corporate personality and the implications of incorporation. Test your knowledge and understanding of these foundational legal principles.

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