05. Characteristics, liability, veil of incorporation. Flashcards

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1
Q

The case that established that a properly incorporated limited company is a legally distinct entity from its members and directors.

A

Saloman v Saloman (1897)

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2
Q

Limited liability only extends to …

A

members.

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3
Q

The liability of a company’s members is determined by its …

A

constitution (articles)

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4
Q

In a company limited by shares, outstanding share premium may only be demanded from …

A

the original subscriber.

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5
Q

In a company limited by shares, outstanding share capital may be demanded from …

A

the holder of the share.

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6
Q

A members ‘guarantee’ in a company limited by guarantee is only relevant …

A

in the event of its winding up.

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7
Q

An asset of a company, including some timber …

A

is not an asset of its member(s)

see Macaura v Northern Assurance

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8
Q

Deeming a subsidiary company an agent of its holding company, thereby extending liability for its acts to that holding company is an example of …

A

lifting the veil of incorporation

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9
Q

T/F: the veil of incorporation is routinely lifted in the situation of parent companies and wholly owned subsidiaries.

A

FALSE

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10
Q

In Firestone Tyre v Lewellin, a subsidiary was deemed an agent of its holding company in order to …

A

create a tax liability.

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11
Q

In SSS v Birmingham, a subsidiary was deemed an agent of its holding company in order to …

A

give entitlement to compensation regarding a compulsory purchase.

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12
Q

In Re H and others, a subsidiary was deemed an agent of its holding company in order to …

A

prevent the removal of assets pending the result of an investigations by HM Customs and Excise.

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13
Q

T/F: the veil of incorporation is routinely lifted if a wholly owned subsidiary has no assets in order to allow creditors and claimants access to the resources of the holding company.

A

FALSE

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14
Q

In Daimler v Continental, the veil of incorporation was lifted in order to …

A

expose illegal trading with the enemy.

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15
Q

In Ebrahimi v Westbourne, the veil of incorporation was lifted in order to …

A

grant a just and equitable solution to a quasi-partnership where relations had irrevocably broken down.

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16
Q

In Gilford v Horne, the veil of incorporation was lifted in order to …

A

expose a sham company which existed purely to facilitate the evasion by Mr Horne of a restrictive employment covenant.

17
Q

In Re F G Films Ltd, the veil of incorporation was lifted in order to …

A

expose the abuse of a tax relief on film making in Britain.

18
Q

The veil of incorporation can be lifted by …

A

common law and statute

19
Q

Statutory lifting of the veil: D*, F, W, C

A

Acting as a DIRECTOR while DISQUALIFIED.

20
Q

Statutory lifting of the veil: D, F*, W, C

A

FRAUDULENT trading (all persons kowingly parties to it).

21
Q

Statutory lifting of the veil: D, F, W*, C

A

WRONGFUL trading (directors).

22
Q

Statutory lifting of the veil: D, F, W, C*

A

Directors of a public company trading without a CERTIFICATE.