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Company Law: Assignment (Doc)

   

Added on  2020-03-23

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Company Law 1COMPANY LAW ASSIGNMENTby (Name)BUS 200: Company Law(Tutor)(University)(City and State)(Date)

Company Law 2PART BDirecting Mind and WillThe phrase, ‘directing mind and will’ is a Company Law concept defined as accordingdirectors and other senior company officials who undertake management functions with themental capacity to speak and act as the company[ CITATION Gri131 \l 2057 ]. Generally,substantive law requires that the mental element of the defendant is identified in order toestablish liability. However, the company, though a legal person, lacks a state of mind; thedoctrine of directing mind and will exists to cure this defect by attributing the knowledge ofany breach of the law to the ‘directing mind and will’ of the organisation. This was the position held in Lennard v Asiatic Petroleum [1915] AC 705 where the courtappreciated that a company is an abstraction and as such lacks any mind or body of its own.Therefore the company’s knowledge or will must be sought from acting agents in the positionto control what the company does; as such directors represent the mind, will and personalityof the corporation and are therefore ‘directing mind and will’ of the company. However, notall agents in a managerial positon may be accorded this obligation; the court is tasked withconsidering who holds this particular capacity in the transactions in question[ CITATIONHud17 \l 2057 ]. It can be concluded that the concept of ‘directing mind and will’ is a cure tothe lacuna created by the establishment of the concept of the corporate legal person undercompany law.Piercing the Corporate VeilIncorporation brings about two important doctrines, limited liability and separate legalpersonality[ CITATION And09 \l 2057 ]. As such, the liability of shareholders in the event ofdissolution is limited to their capital contribution[ CITATION Phi111 \l 2057 ]. They wouldtherefore no be held liable for the organisations shortcomings as it is viewed as a separatelegal person who can so and be sued in its own name. However circumstances exist where the

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