Company Law Report: Exploring Corporate Liability and Veil Piercing

This report provides a comprehensive analysis of key concepts in Company Law. It explores the concept of 'directing mind and will,' detailing how corporate liability is established and the role of managers, directors, and officers. The report then examines the principle of 'piercing the corporate veil,' explaining when shareholders and directors can be held personally liable for corporate debts and actions. The report references relevant case law, including Tesco Supermarkets Ltd. v. Nattrass and Adams v. Cape Industries plc, to illustrate these principles. The report also discusses the implications of limited liability and the circumstances under which the corporate veil can be pierced due to fraudulent activities or misconduct. The report also covers the criminal and civil liabilities of a corporation.

Running head: COMPANY LAW
Company Law
Name of the Student
Name of the University
Author Note

1COMPANY LAW
Table of Contents
Part 2................................................................................................................................................1
a) Directing Mind and Will.......................................................................................................1
b) Piercing the Corporate Veil..................................................................................................2
Reference.........................................................................................................................................3

2COMPANY LAW
Part 2
a) Directing Mind and Will
The directing mind and will defines the liability of the corporation about different kinds
of offences which could be included by the managers, directors, officers and every
employee from the corporation. The corporation never identified as guilty or the offence
but the authorities which are related with the corporation found guilty due to the criminal
liability because the corporation never be imprisoned for any criminal liabilities.
The important rules for the criminal liability is ‘maxim Actus non facit reum
nisi means sit rea’ which defines the liability only applicable for the corporation when it
is forbidden the act or omission of the criminal activities which has done by intention by
the corporation. The liabilities has describes the mostly the criminal aspects of the
corporation which can be criminal vicarious liability according to the statutory offences
according to the principal of corporation law. Therefore when any criminal involvement
has been identified then the corporation can be punished with penalties or fines. The
claimed penalties are become profitable for the shareholders, employees and other
innocent parties. The civil penalties are better to identified by the management authorities
rather than the criminal liabilities (Hodge and McLain 2015).
The identified remedies are preventive and punitive as per the perspective of the
liabilities. In the case of Tesco Supermarkets Ltd v Nattrass [1972] it has been found
that the corporate liability has make the restriction on the activities of directors and few
managers for involving with the criminal liability which affects the employees of the
corporation for the unfair operation of the corporation.

3COMPANY LAW
b) Piercing the Corporate Veil
Piercing the Corporate Veil or the lifting the corporate veil is defines a situation where
the limited liability companies directors and shareholders hold the personal liabilities for
any actions or due debts of the corporation. It is a legal right and liabilities which
company give it to the separate legal person who will only responsible for incurs of the
debts and sole beneficiary according to the owned credits. Therefore it makes the basic
limited liability of the corporate shareholders who can be the sole or partnership
liabilities can be responsible for the debts of the company.
It mostly effected the corporate where small private business has entitles with the limited
assets and reorganization of separateness of the corporations also identified it promotes any
misconducts or misrepresentation. In the Adams v Cape Industries plc [1990] case the court
has found that the corporation has their own separate legal personally for the limited liability
companies a veil piercing has established due to some fraudulent aspects. Therefore it also helps
to implement the existing obligation of the corporation which has been found in that corporation.
Though the state will depends on the different aspects of law but court never accept the
presumption against every piercing the corporation veil due the misconducts by the particular
corporations (Lam 2015).

4COMPANY LAW
Reference
Adams v Cape Industries plc [1990] Ch 433
Hodge, F. and McLain, M., 2015. Play directing: Analysis, communication, and style. CRC
Press.
Lam, C.L., 2015. Piercing the Corporate Veil.
Tesco Supermarkets Ltd v Nattrass [1972] AC 153