Analysis of Directing Mind and Will and Piercing the Corporate Veil

This essay delves into two crucial aspects of company law: 'directing mind and will' and 'piercing the corporate veil.' The first section examines the concept of a company's directing mind, discussing how directors and superior officers represent the company and make decisions on its behalf, referencing key cases like Salomon v A Salomon and Co Ltd and Tesco Supermarkets Ltd v. Nattrass. The essay then explores the legal principle of piercing the corporate veil, which is an exception to the separate legal entity feature of a company. It explains situations where the courts disregard the company's separate identity and hold directors or shareholders liable, such as when directors avoid duties, commit fraud, or act against public interest. The essay provides a clear understanding of these complex legal concepts, supported by relevant case law and scholarly sources.

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Cover page
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Contents
Assignment................................................................................................................................................3
‘Directing Mind and Will’...........................................................................................................................3
‘Piercing the corporate Veil’.....................................................................................................................3
Bibliography................................................................................................................................................5

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Assignment
‘Directing Mind and Will’
Once a company is established then it has its own distinct personality and the conduct
of the company is carried out on its own and is discussed in (Salomon v A
Salomon and Co Ltd, 1897) . But, a company is not a living person. Thus, a
company requires a kind of some living person who must carry out the functions
of the company. Normally the persons who act as per the company are the
directors, superior officers or managing directors of the company. They are called
the ‘directing mind and will of the company’.
Normally the ‘directing mind and will’ of the company are those directors who are part of
the articles or memorandums of the company or who by meetings are authorized
with powers to represent the company. In the leading case ( Tesco Supermarkets
Ltd v. Nattrass, 1972) and (Lennard's Carrying Co Ltd v Asiatic Petroleum Co
Ltd, 1915), it was held that the officers who represents the company and who are
at higher positions and are entrusted with the powers through which they can
take decisions and represent the company are called the ‘directing mind and will’
of the company. In (Meridian Global Funds Asia Ltd. v. Securities Commission,
1995), it was held that normally it is the attributes of the company that defines
who the directing mind is and will of the company.
Thus, normally it is the officers at the superior position who are considered to be the
directing mind and will of the company. However, any person who has the power
and authority to represent the company and his acts become the acts of the
company, then, such person is considered to be the directing mind and will of the
company. (Shodhganga, 2017)
‘Piercing the corporate Veil’
Lifting of corporate veil or the piercing of the corporate veil is the legal phrase which
emphasis on the situation wherein the duties and the rights of the company are
regarded as the duties and rights of the company directors or shareholders. It is
an exception to the Separate legal entity feature of a company. (Capuano, 2009)
It is not in every situation that the separate legal personality of the company is shed
away. But there are situations herein the corporate veil of the company is pierced
and the acts of the company are considered to be the acts of the company
shareholders and directors. normally, when the directors are avoiding any of their
existing duty or when the acts of the company directors are sham, that is, the

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true purpose of the company is not comply with the directors or when the acts of
the company directors are such that the same are incurring fraud on the
company or when the directors are acting in such a manner so as to avoid the
tax or when the court believe that lifting the veil would be in the interest of the
public. Then in such situations, the separate legal personality of the company is
disregard and the corporate veil of the company is pierced. (Vision, 2016)

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Bibliography
Tesco Supermarkets Ltd v. Nattrass (1972).
Capuano, A. (2009). The Realist's Guide to Piercing the Corporate Veil. Australian Journal of Corporate
Law, .
Lennard's Carrying Co Ltd v Asiatic Petroleum Co Ltd (1915).
Meridian Global Funds Asia Ltd. v. Securities Commission (1995).
Salomon v A Salomon and Co Ltd (1897).
Shodhganga. (2017). Shodhganga. Retrieved September 19, 2017, from PRINCIPLES AND THEORIES OF -
Chapter 3: http://shodhganga.inflibnet.ac.in/bitstream/10603/107447/10/10_chapter%203.pdf
Vision, t. L. (2016). Separate legal Entity. Retrieved September 19, 2017, from The Legal Vision:
https://legalvision.com.au/how-can-a-court-pierce-the-corporate-veil/