This chapter discusses: the company as a separate legal person; the limited liability of members; the meaning and the processes of ‘piercing the corporate veil’; statutory piercing of the corporate veil; limits to the idea of a company as a ‘person’ and particular illustrations of a company’s separate personality.
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Chapter
2. Corporate Personality and Limited Liability
Chapter
5. Personality and Recognition
International law is unlike the law of national legal systems in that the persons or entities to which it applies are not always immediately apparent. National law applies to natural or legal persons within the territorial borders and to ‘nationals’ of the home State. In a general way, the ‘subjects’ of national law, being the persons to whom the legal system is addressed, are reasonably well defined geographically and legally. International law has no territorial boundaries in the same sense and no comparable concept of ‘nationals’. Consequently, its ‘subjects’ are harder to define and even to identify. This chapter discusses the types of international legal personality and recognition in international and national legal systems.
Chapter
8. Unincorporated associations and the beneficiary principle
Titles in the Complete series combine extracts from a wide range of primary materials with clear explanatory text to provide readers with a complete introductory resource.
All trusts, except for charities, require beneficiaries to enforce the trust. This can be inconvenient, so there are exceptions. Unincorporated associations are a type of organization that does not exist in the eyes of the law. They have no legal personality, therefore they cannot hold property in their own name. This chapter discusses the possible legal structures for unincorporated associations; the dissolution of unincorporated associations; the beneficiary principle; trusts for monuments or graves; trusts for the maintenance of particular animals; and trusts for the saying of masses.
Chapter
Neville Estates v Madden [1962] Ch 832, Chancery Division
Essential Cases: Equity & Trusts provides a bridge between course textbooks and key case judgments. This case document summarizes the facts and decision in Neville Estates v Madden [1962] Ch 832, Chancery Division. The document also includes supporting commentary from author Derek Whayman.
Chapter
Neville Estates v Madden [1962] Ch 832, Chancery Division
Essential Cases: Equity & Trusts provides a bridge between course textbooks and key case judgments. This case document summarizes the facts and decision in Neville Estates v Madden [1962] Ch 832, Chancery Division. The document also includes supporting commentary from author Derek Whayman.
Chapter
5. States as subjects of international law
This chapter focuses on the nature of the State and the criteria for statehood. International law evolved to regulate the relationships between the communities that became known as States, and it is States that remain the plenary subjects of international law. In any event, under international law it is States that possess full, objective legal personality, endowing them with full legal capacity with respect to rights, powers, and obligations within that legal system. Within international law, these include, inter alia: the ability to appear before international tribunals or national tribunals in order to enforce rights under international law; to be subject to obligations under international law; to make binding international agreements (treaties); and to enjoy some or all immunities. Conversely, other entities regarded as subjects under international law, whether individuals or national liberation movements, have come to be regarded as having international personality only through conferral or recognition by States.
Chapter
4. Corporate personality
This chapter looks at one of, if not the, defining characteristic of the company, namely its corporate personality. At its most basic level, the doctrine of corporate personality simply provides that the company is a person. As such, it can do many things that humans are able to do, including own property, enter into contracts, and be subject to legal rights, duties, and obligations. However, the artificial nature of corporate personality, and the fact that it can be abused, means that a significant body of law has developed in this area. The law provides for several ways in which a company’s corporate personality can be set aside. These include statutory provisions and the common law. Moreover, individuals may contract away the protection of corporate personality and render themselves personally liable.
Chapter
3. Corporate Activity and Legal Liability
This chapter discusses how the company acts as a legal person. It covers: contractual liability; corporate capacity; agency and authority in corporate contracting; contracts and the execution of documents; pre-incorporation contracts; corporate gifts; tort liability; criminal liability; whether and in what circumstances knowledge should be imputed to a company or other corporate body; and when attribution can be denied by the company.
Chapter
4. Shareholders as an Organ of the Company
This chapter discusses how the company acts as a legal person. It covers: contractual liability; corporate capacity; agency and authority in corporate contracting; contracts and the execution of documents; pre-incorporation contracts; corporate gifts; tort liability; criminal liability; whether and in what circumstances knowledge should be imputed to a company or other corporate body; and when attribution can be denied by the company.
Chapter
5. Legal Personality and Recognition
International law is unlike the law of national legal systems in that the persons or entities to which it applies are not always immediately apparent. National law applies to natural or legal persons within the territorial borders and to ‘nationals’ of the home State, In contrast, international law has no territorial boundaries in the same sense and no comparable concept of ‘nationals’. Consequently, international law’s ‘subjects’ or ‘participants’ are harder to define and even to identify. This chapter discusses the types of international legal personality and recognition in international and national legal systems.
Chapter
6. International organizations
This chapter looks at international organizations, their differences to States, and their position within the international legal order. Today, international organizations exist in virtually all fields of transnational and global collective concern. In the broadest sense, they facilitate international cooperation in all areas from the harmonization of tariffs to the management of delicate ecosystems, and range in their scope from small bilateral commissions regulating transboundary resources to regional security and economic organizations, all the way to the universalist aspirations of the UN. The chapter then considers the question of establishing the legal personality of international organizations under international law, which must be distinguished from the question of whether an international organization may also hold legal personality under the domestic law of a State.
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17. The Management of Corporations
This chapter considers corporate management and focuses on the regulation of those who govern the company, and the protection of the shareholders, who have no automatic right of management. The actual ‘running’ of the company is left to the directors, a relatively small number of persons who may take individual responsibility for aspects of the company’s business or may oversee the company as a whole. Directors have significant powers when acting for the company, and whilst a corporation possesses its own separate legal personality, independent of those who manage it, the actions of the company are performed, under authority provided by statute and the company’s constitution, by its directors. The chapter identifies the appointment of directors and their duties as codified from the common law into the Companies Act (CA) 2006, and the provisions for removing a director.
Chapter
7. Statehood, Self-determination, and Recognition
Matthew Craven and Rose Parfitt
This chapter, which examines various theoretical arguments about recognition, statehood, or sovereignty, discusses the elusiveness of the actual place occupied by the State in legal international thought and practice. In one direction, the existence of a society of independent States appears to be a necessary presupposition for the discipline—something that has to precede the identification of those rules or principles which might be regarded as forming the substance of international law. In another direction, however, statehood is something that appears to be produced through international law following from a need to determine which political communities can rightfully claim to enjoy the prerogatives of sovereignty.
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8. International Organizations
Dapo Akande
This chapter examines the legal framework governing international organizations. It begins with an examination of the history, role, and nature of international organizations. It is argued that although the constituent instruments and practices of each organization differ, there are common legal principles which apply to international organizations. The chapter focuses on the identification and exploration of those common legal principles. There is an examination of the manner in which international organizations acquire legal personality in international and domestic law and the consequences of that legal personality. There is also discussion of the manner in which treaties establishing international organizations are interpreted and how this differs from ordinary treaty interpretation. The legal and decision-making competences of international organizations are considered as are the responsibility of international organizations and their privileges and immunities. Finally, the chapter examines the structure and powers of what is the leading international organization—the United Nations (UN).
Chapter
4. Status, Slavery, and Citizenship
Legal status lay at the heart of the law of persons. Rome developed into a highly stratified society in which the different gradations of status were reflected in a myriad of detailed rules. So, the law of persons describes the various categories and degrees of status in Roman law, and how status could be acquired or lost. Issues such as slavery and citizenship are fundamental, but the bulk of the law is concerned with the family. This chapter first considers the question of legal personality. It then discusses the rules on status; freedom and the law of slavery; and the legal position of free persons: citizens and non-citizens.
Chapter
8. Statehood, Self-Determination, and Recognition
Matthew Craven and Rose Parfitt
This chapter, which examines various theoretical arguments about recognition, statehood, and sovereignty, discusses the elusiveness of the actual place occupied by the State in legal international thought and practice. In one direction, the existence of a society of independent States appears to be a necessary presupposition for the discipline—something that has to precede the identification of those rules or principles which might be regarded as forming the substance of international law. In another direction, however, statehood is something that appears to be produced through international law following from a need to determine which political communities can rightfully claim to enjoy the prerogatives of sovereignty.
Chapter
9. International Organizations
Dapo Akande
This chapter examines the legal framework governing international organizations. It begins with an examination of the history, role, and nature of international organizations. It is argued that although the constituent instruments and practices of each organization differ, there are common legal principles which apply to international organizations. The chapter focuses on the identification and exploration of those common legal principles. There is an examination of the manner in which international organizations acquire legal personality in international and domestic law and the consequences of that legal personality. There is also discussion of the manner in which treaties establishing international organizations are interpreted and how this differs from ordinary treaty interpretation. The legal and decision-making competences of international organizations are considered, as are the responsibility of international organizations and their privileges and immunities. Finally, the chapter examines the structure and powers of what is the leading international organization—the United Nations (UN).
Chapter
4. The actors in the international legal system
International society is first and foremost a society of individual sovereign states. However, states are by no means the only relevant actors in international law. In fact, one of the consequences of the post-1945 expansion of international law into areas that had traditionally been of limited international interest has been the increasing legal importance of a variety of non-state actors, most notably international organizations and individuals. This chapter introduces the various actors in the international legal system that possess rights, powers and obligations in international law. It provides a thorough presentation of statehood and the criteria for the creation of new states, and briefly discusses the (limited) legal significance of recognition. It discusses the modes by which a state can acquire title to new territory; the issues of state succession and state extinction; and the legal personality of territorial entities other than states, international organizations, individuals and additional actors in the international legal system.
Chapter
3. Corporate personality
This chapter discusses the concept of corporate legal personality. This fundamental principle of company law—that the company on incorporation becomes a separate legal entity in its own right—was established by the House of Lords in Salomon v Salomon & Co Ltd. The Salomon principle and its consequences for individual companies and for groups of companies are considered. In limited circumstances, the court may disregard or pierce or lift the corporate veil and the narrow jurisdiction to do so is explained. The chapter also considers corporate groups in the light of Salomon, particularly with regard to the liability of parent companies for the actions of subsidiary companies.
Chapter
7. International organizations
This chapter focuses on the main legal problems arising from interstate organizations. Topics discussed include legal personality, privileges and immunities, performance of acts in the law, interpretation of the constituent instrument, relations of international organizations, law-making through organizations, and legal control of acts of organizations.
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