University Company Law Report: Directing Mind and Piercing the Veil

This report delves into key aspects of company law, specifically examining the concepts of Directing Mind and Piercing the Corporate Veil. The report elucidates the responsibilities of corporations concerning the actions of their managers, directors, and employees, emphasizing that while a company cannot be imprisoned, it can be held liable for the actions of its representatives. The report highlights the importance of the legal principle 'Actus non facit reum nisi means sit rea' in determining criminal liability and explores the application of criminal vicarious liability. Furthermore, it discusses the implications of civil penalties and the role of management authorities in addressing corporate misconduct. The report then transitions to the concept of Piercing the Corporate Veil, explaining the circumstances under which the limited liability of a company can be disregarded, making directors and shareholders personally responsible for the company's debts. It examines the legal rights and duties of separate legal entities and how this concept can be applied in cases of fraud or misrepresentation. The report references key legal cases, including Tesco Supermarkets Ltd. v. Nattrass [1972] and Adams v. Cape Industries plc [1990], to illustrate the application of these legal principles. The report provides an overview of the legal framework governing corporate liability and the circumstances under which the corporate veil can be pierced.

Running head: COMPANY LAW

1COMPANY LAW
Company Law
Name of the Student
Name of the University
Author Note

2COMPANY LAW
Table of Contents
Part 2................................................................................................................................................2
a) Directing Mind and Will.......................................................................................................2
b) Piercing the Corporate Veil..................................................................................................3
Reference.........................................................................................................................................4

3COMPANY LAW
Part 2
a) Directing Mind and Will
The directing mind and will explains the responsibility of the corporation about different
kinds of offences which could be included by the managers, directors, officers and every
employee from the corporation. The company never identified as guilty or the offence but the
authorities which are related with the company found guilty due to the criminal responsibility
because the company never be imprisoned for any criminal responsibility.
The important rules for the criminal liability is ‘maxim Actus non facit reum nisi
means sit rea’ which explains the responsibilities only applicable for the company when it is
forbidden the act or omission of the criminal activities which has done by intention by the
company. The responsibilities has determined the mostly the criminal aspects of the company
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 company 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
responsibilities. In the case of Tesco Supermarkets Ltd v Nattrass [1972] it has been found
that the company liability has make the restriction on the activities of directors and few managers
for involving with the criminal responsibility which affects the employees of the corporation for
the unfair operation of the company.

4COMPANY 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 responsibilities for any
actions or due debts of the company. It is a legal right and duties which corporation 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 company
shareholders who can be the sole or partnership responsibilities can be responsible for the debts
of the corporation.
It mostly effected the company 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 company 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 company which has been found in that company.
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).

5COMPANY 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