Company Law Assignment: Directing Mind and Piercing the Corporate Veil

This assignment addresses key principles in company law, focusing on the concepts of 'directing mind and will' and 'piercing the corporate veil.' The solution begins by explaining the 'directing mind' as individuals within a company considered the embodiment of the company, referencing case law such as Krakowski v Eurolynx Properties Ltd and North Sydney Council v Roman to illustrate how a company's actions are attributed to its officers. It then defines 'piercing the corporate veil' as disregarding the separate legal personality of a company, making directors and officers personally liable in situations like fraud or sham, referencing cases such as Ampol Petroleum Pty Ltd v Findlay and Workcover Authority of NSW v Baker-Duff Pty Limited. The assignment provides a clear understanding of these important legal concepts, supported by relevant case law and academic sources.

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Cover Page
Name of the student
Student ID
Word count

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Contents
Solution 1....................................................................................................................................................2
Solution 2....................................................................................................................................................3
(a) " DIRECTING MIND and WILL".....................................................................................................3
(b) "PIERCING THE CORPORATE VEIL"...........................................................................................4
Reference List.............................................................................................................................................5

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Solution 1
Registration of a PUBLIC Company
Solution 2
(a) " DIRECTING MIND and WILL"
‘Directing Mind and Will’ of the company means a principle wherein individuals in the company
are considered as the epitome of the company. In Krakowski v Eurolynx Properties Ltd (1995),
‘Directing Mind and Will’ was considered and it was stated that a company is held liable for its
actions which are undertaken by it on the knowledge which is furnished by its officers who are
carrying out their tasks as per the functions that are allotted to them. (Beaton-Wells & Fisse,
2011)
In North Sydney Council v Roman (2007), the principle was held that any company can function
only through its persons/officers and they are the directing mind and will of any organization.
Law considers a company as an artificial legal person having knowledge but in reality the actual
knowledge of a company is its officers through which a company actually works. In Nationwide
News Pty Ltd v Naidu (2007), the court held that who is considered to be the ‘directing mind and
will’ is a factual matter which needs to be considered. In Arthur Guinness, Son & Company
(Dublin) Ltd v The Freshfield and Ors [1965], the court held that it is important to identify the
person who act are considered to be the actions of the company and such officers are considered
to be the ‘directing mind and will of the company’. (Tunstall, 2008)
(b) "PIERCING THE CORPORATE VEIL"
When any company is formulated then it is considered as a distinct legal entity in the eyes of
law. A company is an artificial legal person who has the capacity to take action in its own name.
A company has several prestigious elements, such as, perpetual succession, limited liability, it
can sue, etc. a company ha distinct legal personality which implies that the act of the company is
carried in its in name and no officer and directors of the company are held accountable for the
same. (Ramsay & Noakes, 2001)
But, this separate legal personality of the company is many times disregarded. This is called
piercing the corporate veil of the company wherein the acts of the company are not considered as

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distinct in nature but the acts are considered to be the acts of the directors and officers of the
company. The veil of the company is pierced in various situations, such as, sham, fraud, group
enterprise, agency, etc. in the leading case of Ampol Petroleum Pty Ltd v Findlay (1986) the veil
of the company was pierced and the acts of the company was considered as the acts of the
officers and directors and they are held personally liable for the same. In Workcover Authority of
NSW v Baker-Duff Pty Limited (1993), the directors of the company are held personally liable
for the acts that are undertaken by them on behalf of the company and the acts are considered to
be motivated by fraud and sham upon the company. (Ramsay & Noakes, 2001)

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Reference List
Books/Articles/Journal
Beaton-Wells & Fisse (2011) Australian Cartel Regulation: Law, Policy and Practice in an
International Context, Cambridge University Press;
Ramsay & Noakes (2001) Piercing the Corporate Veil in Australia, 19 Company and Securities
Law Journal 250-271.
Tunstall (2008) Corporate Responsibility: The duties and liabilities of the corporation.
Legislation
Corporation Act 2001
Case laws
Ampol Petroleum Pty Ltd v Findlay (1986).
Arthur Guinness, Son & Company (Dublin) Ltd v The Freshfield (Owners) and Ors: (The Lady
Gwendolen) [1965].
Krakowski v Eurolynx Properties Ltd (1995).
North Sydney Council v Roman (2007).
Nationwide News Pty Ltd v Naidu (2007).
Workcover Authority of NSW v Baker-Duff Pty Limited (1993).