...of safety standards under the Federal Mine Safety and Health Act (the Act) which resulted in the deaths of two miners. Following the imposition of civil penalties, WRW liquidated its assets and went out of business. Three individual defendants, who were the sole shareholders, officers, and directors of WRW, were later indicted and convicted for willful violations of mandatory health and safety standards under the Act. Roger Richardson, Noah Woolum, and William Woolum each served prison sentences and paid criminal fines. After his release from prison, Roger Richardson filed for bankruptcy under Chapter 7 of the Bankruptcy Code. The United States (the Government) brought this action in May of 1988 against WRW and Roger Richardson, Noah Woolum, and William Woolum to recover the civil penalties previously imposed against WRW. The district court denied the individual defendants' motion to dismiss and granted summary judgment to the Government piercing the corporate veil under state law and holding the individual defendants liable for the civil penalties assessed against WRW. For the reasons discussed herein, we affirm. The district court held that it was appropriate to pierce WRW's corporate veil under either an equity theory or an alter ego theory, both of which are recognized under Kentucky law. Under either theory, the following factors must be considered when determining whether to pierce the corporate veil: (1) under capitalization, (2)...
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...The Veil of Ignorance The concept of justice is one that most people understand, but it is difficult to define. John Rawls give his take on its true meaning in his work, “A Theory of Justice”. In an attempt to explain what justice really is, Rawls uses what he calls a ‘veil of ignorance’. The function of the veil is to make it so that all members of a just society have no knowledge of their own identity, allowing true fairness and equality. Although the veil of ignorance is central to Rawls theory of justice, I believe that it is unrealistic and cannot be applied to real life. Under the veil of ignorance, Rawls thinks that all members of a society would agree to laws that are completely fair. If no one knows their wealth, class, or abilities, then each member would agree to the same rules. He states, “They do not know how the various alternatives will affect their particular case and they are obliged to evaluate principles solely on the basis of general consideration.”(Rawls 118) The veil is a completely hypothetical concept that Rawls uses to explain what justice means. I do agree that under this veil, the laws agreed upon would allow each person the same advantages or disadvantages. However, this veil of ignorance cannot be applied to reality because no such situation has ever existed. Each person has characteristics that cannot be taken away, so each person has a unique identity. No matter how fair a group of individuals tries to be, they will each work to benefit themselves...
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...THE DOCTRINE OF PIERCING THE CORPORATE VEIL: ITS LEGAL AND JUDICIAL RECOGNITION IN ETHIOPIA Endalew Lijalem Enyew ♣ Abstract: Upon acquisition of legal personality a company enjoys certain attributes such as limited liability. While the separate legal personality of a company enables it to enjoy rights and assume obligations quite different from its members, the limited liability of shareholders refers to the fact that the company alone is liable for its debts. However, such privilege of limited liability may not always exist when the legal personality of a company is abused and used for illegitimate or unlawful purposes and other reasons. This article examines some of the grounds by which the corporate veil can be pierced under Ethiopian law and the role of courts in recognizing the doctrine. Based on the analysis of the relevant legislative provisions and some court cases, it is found that Ethiopian company law, though not sufficient, provides some clear grounds of piercing the corporate veil and certain possible grounds which may call for the application of the doctrine. It is also argued that Ethiopian courts should apply the doctrine of piercing the corporate veil, through the purposive interpretation of the statutory provisions, if doing so produces equitable results and fairness. Key Words: Company, corporate veil, piercing the veil, Ethiopia DOI http://dx.doi.org/10.4314/mlr.v6i1.3 _____________ Introduction The separate legal personality of a company renders...
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...Development of Piercing Veil in Chinese Corporate 1. Introduction of “Piercing the Corporate Veil’ The corporate law doctrine of ‘Piercing the Corporate Veil’ is a longstanding feature of the corporate law of shareholder’s capital contribution in which a corporate shareholder or director is held responsible for the liabilities or debts of a corporation in excess of their capital contributions. Corporation law issues this concept between a corporation and its shareholders that protects shareholders from liability for a corporation’s actions because a corporation is legal entity separate from its shareholders. Once shareholders have made their promised capital contributions to the corporation, they have no further financial liability and corporate debts in excess of their investment in the corporation. Creditors seeking payment of debts or tort victims seeking redress generally can reach only the corporation’s assets, not those of its shareholders. However, courts generally ignore this corporate fiction and treat a corporation’s debt as the debt of the corporation’s shareholders. In doing so, courts “pierce the corporate veil.” Once “pierce the corporate veil authorized by court, contracts of a corporation are not debts of its shareholders. Nonetheless, in order to promote justice and to prevent inequity, courts will sometimes ignore the separateness of a corporation and its shareholders by piercing the corporate veil. The primary consequence...
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...The story " The Minister's Black Veil" was written by Nathaniel Hawthorne. In this story Hawthorne used a black veil to represent sin. The point that Hawthorne was trying to make by using the black veil was that everyone has sin that they keep hidden from all others. People don't want to admit their sins. They may be ashamed of them, want them to remain hidden, or possibly forgotten. Mr. Hooper wears the veil on his face making it impossible to hide. People began to dread his approach and withdrew themselves from him whenever possible. Wearing the veil was a constant reminder to all, the guilt they carry from their sins is in everyone and impossible to hide. In the beginning Mr. Hooper was described as "a gentlemanly person, of about thirty, though still a bachelor, was dressed with due clerical neatness, as if a careful wife had starched his band, and brushed the weekly dust from his Sunday garb." This seemed to be the case until on Sunday when Mr. Hooper walked out to present his sermon, and there was something different about his appearance. Something so out of character that some questioned if it was Mr. Hooper, or perhaps another minister, standing before them. The saxton confirmed that it was indeed Mr....
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...A veil is an article of clothing or cloth hanging that is intended to cover some part of the head or face, or an object of some significance. It is especially associated with women and sacred objects. One view is that as a religious item, it is intended to show honor to an object or space. The actual sociocultural, psychological, and sociosexual functions of veils have not been studied extensively but most likely include the maintenance of social distance and the communication of social status and cultural identity.[1][2] In Islamic society, various forms of the veil have been adopted from the Arab culture in which Islam arose The first recorded instance of veiling for women is recorded in an Assyrian legal text from the 13th century BC, which restricted its use to noble women and forbade prostitutes and common women from adopting it.[citation needed] The Mycenaean Greek term a-pu-ko-wo-ko meaning "craftsman of horse veil" written in Linear B syllabic script is also attested since ca. 1300 BC.[3][4] In ancient Greek the word for veil was "καλύπτρα" (kaluptra, Ionic Greek "καλύπτρη" - kaluptrē, from the verb "καλύπτω" - kaluptō, "I cover"[5]) and is first attested in the works of Homer.[6][7] Classical Greek and Hellenistic statues sometimes depict Greek women with both their head and face covered by a veil. Caroline Galt and Lloyd Llewellyn-Jones have both argued from such representations and literary references that it was commonplace for women (at least those of higher...
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...section 163 (4) of the Companies Act, No 71 of 2008 codified the common law approach in piercing the corporate veil i.e. to what extent did the 2008 Act brought some certainty regarding to the grounds in which the courts will disregard the juristic existence of a company. To achieve this I’m going to first explore the position of common law in this field of law. As a point of departure, the company is equal in law to a natural person. This is one of the cornerstones of South African company law, and has been since 1897 handed down in the Salomon case namely that a company is a legal entity distinct from its shareholders. It allows a company to perform juristic acts in its own name, as well as to sue and to be sued. Further, members and directors enjoy protection against personal liability. The corporate veil is a fundamental aspect of a company law and is a protective stratagem for those who exist behind it . Although this fundamental rule has a considerable influence in company law, it cannot be absolute and, as such, according to the case of Lock harts ltd v Excalibur Holdings ltd it can be saved for certain exceptions (where the courts may disregard the separate legal personality of the company) Herron CJ in Commissioner of Land Tax v Theosophical Foundation described lifting of the corporate veil as an ‘esoteric’ label, stating further that authorities in which the veil of incorporation has been lifted have not been of such consistency that any principle can be adduced. This...
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...TABLE OF CONTENTS Marking scheme........................................................................................i Turnitin Report.........................................................................................ii Introduction...............................................................................................1 Importance of separate legal entity..........................................................2 Lifting veil of corporation.........................................................................4 Conclusion..................................................................................................7 References..................................................................................................8 Introduction In Malaysia, the legislation governing the formation and operation of companies is the Companies Act 1965. Section 14(1) of the Companies Act 1965 states that company are incorporated under the law which begins with the two or more people association as they use their names to become the subscriber in memorandum and all requirement of the registration are complied. Hence, then the company is formed, then it’s called “incorporated”. After being issued with a certificate of incorporation, a company has a legal status separate from the members. In law, the company is treated as a person. Whatever happen in the company, the members of the company should not receive any impact as it was distinguished from company. Wrong...
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...During my reading of the “The Minister’s Black Veil” what I found interesting was the fact that while Mr. Hooper wore the veil nobody seemed to ask him why he wore it, but instead only talked about it behind his back. Because of this it seemed to give the black veil an unworldly authority to project fear upon anyone who saw it, even Mr. Hooper himself. In fact the black veil gained so much power that it was able to render authorities speechless because they were unable to talk about it in front of Mr. Hooper. Not only this but even imitations of the black veil seemed to gain a notoriety for producing fear, as demonstrated through one of the children who wore a black handkerchief over his face. The only person who ever directly questioned Mr....
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...a legal ‘person’ it has features that have given a company certain capabilities under the realm of law. The capabilities would include employing personnel, making contract, owning property, paying taxes and so on. A company can also sue and can be sued. Under the eye of the law, anything that is capable of rights and duties is a person and thus has a personality. Persons can be of two types under the eye of law (i) natural persons and (ii) artificial persons. Natural persons are human beings and artificial persons are those created for the purpose of laws known as corporations or companies. As soon as a company is registered under the company act, it attains the status of a person that can buy, lend money, file and defend suit, sell goods and hold property. One of the major features of a corporation from the very beginning is that the owners/shareholders enjoyed limited liability, which means, the owners were not liable for the debts of the company. Before the industrial Revolution it was only the persons who could be sued or sue. Thus, when a corporation breached a contract or broke a law, there was no remedy, because limited liability protected the owners and the corporation was not a legal person subject to the law yet then. There was no accountability for corporate wrongdoing. Therefore the law suggests that there is a wall between a company and its shareholders. This wall is known as veil of incorporation. In order to understand how law defined the...
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...backward countries through saving brown women from brown men, which ultimately leads to a loss of culture and drives a wedge between American women and women from the Global South. Through attempting to liberate women of color from their current conditions through processes such as unveiling campaigns, Americans push these women into forceful acclimation and Westernization rather than liberation. After September 11, 2001, the public representation of Islam has been considered a “threat or potential insurgence to a dominant discourse or regime” (Sheth 457), especially in America. The reason behind the wearing of the burqa has been misconstrued such that “the problematic characterization of the veil lies in the assumption that women should not want to veil unless they are being coerced, under false consciousness, or...
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...In the Minister’s Black Veil written by Nathaniel Hawthorne, a clergyman in the deeply religious society of Puritan New England is finding himself at odds with the local community. Wearing a black veil that scares the local children and frightens those at a wedding, Father Hooper does not care to fit in with an earthly society. In Father Hooper’s eyes, the world is sinful and the Creator is sinless. As the Creator destines our afterlife, these Puritans must live their lives for him, and Father Hooper intends to do just this by separating himself from our earthly society. The veil of Father Hooper symbolizes a society on Earth which is sinful and rejects the laws of the Creator. As Mr. Hooper is speaking with Elizabeth who discourages...
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...Piercing the Corporate Veil The whole objective of piercing the corporate veil is to prevent companies from using the guise of corporate personality to commit illegal and fraudulent and illegal acts. It can perhaps be said that the catalyst of the birth of this concept came about in Solomon v Solomon & Co. Ltd, wherein the concept of the company’s separate legal personality was upheld. The decision came in for severe criticism from some quarters. Otto Kahn Freund called the decision ‘calamitous’ and also proposed the abolition of private companies. There have been times when Indian courts have been slightly conservative in applying the doctrine, calling for its implementation only when it is explicitly provided for in the statute. Nevertheless, this doctrine has found acceptance in a majority of Indian courts, with the Supreme Court noting that lifting the corporate veil is becoming more translucent in modern jurisprudence and that’s its frontiers are unlimited. There are various circumstances under which courts have gone on to lift the corporate veil, such as making the holding company liable for failure to disclose the accounts of its subsidiary company, especially when it appears that the holding and subsidiary are parts of the same concern. Other instances where courts have gone on to lift the corporate veil are where the medium of the company has been used in committing fraud and illegal conduct, determination of enemy character of the company, liability for ultra vires...
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...unless an unequal distribution of these values is to everyone’s advantage, his argument is flawed by his reliance on the veil of ignorance and his two principles of justice that are difficult to apply in society. Imagine that you have set for yourself the task of developing a totally new social contract for today's society. How could you do so fairly? Although you could never actually eliminate all of your personal biases and prejudices, could you take steps at least to minimize them? In his book, A Theory of Justice, Rawls attempts to argue a position to do this very thing. He asks us to imagine a fantastic scene: a group of people are gathered to plan their own future society, hammering out the details of what will basically become a Social Contract. Rawls calls this the “Original Position.” In the Original Position, the future citizens do not yet know what part they will play in their upcoming society. They must design their society behind what Rawls calls the Veil of Ignorance. Rawls says in his book titled the A Theory of Justice, “No one knows his place in society, his class position or social status; nor does he know his fortune in the distribution of natural assets and abilities, his intelligence and strength, and the like.” (John 1971, Pg. 137.) Rawls suggests that you imagine yourself in an original position behind a veil of ignorance. Behind this veil, you know nothing of yourself and your natural abilities, or your position in...
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...Introduction According to Salomon v Salomon& Co Ltd , the fundamental attribute of separate legal entity is that the company is regarded as a legal person distinct from any and all of the individuals involved in the company by incorporation of a projected or existing enterprise. Under s15(1) of the Companies Act 2006, companies which are registered become incorporated and separate legal persons on registration. As a consequence of the existence of a distinct legal entity, a company has the capacity to be a party to a contract, sue or being sued, commit a crime, be the victim of a crime, hold property, and rationally, thus, make profits and losses that are its own rather than those of the shareholders of the company. The Principle of Separate Legal Personality The importance of the corporate personality which was created by statute in the first half of the nineteenth century was not fully appreciated until the well-known case of Salomon. This case firmly established the operation of the concept of the separate legal personality of a company under the Companies Act of 1862 and this principle is still existed in the Companies Act of 2006 today under the UK Company Law. The Salomon case makes it clear that it is possible for a sole trader owner to transfer a small business into a registered company and hence separate himself from the liabilities of the business. In this case, Salomon carried on a boot and shoe manufacturing business as a sole proprietor. In 1892, he registered...
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