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Company Law

Company Law (6th edn)

Brenda Hannigan
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date: 25 September 2022

p. 574. Rules of attribution—corporate acts and liabilitieslocked

p. 574. Rules of attribution—corporate acts and liabilitieslocked

  • Brenda HanniganBrenda HanniganProfessor of Corporate Law, Law School University of Southampton


This chapter looks at identifying whose acts are the acts of the company for the purposes of determining the rights and liabilities of the company, given that the company is an artificial legal entity. There are several distinct rules of attribution which may assist in this context. The chapter examines corporate liability in contract, corporate liability in tort, and criminal liability of the company. The chapter addresses the debate between the traditional approach to attribution, relying on directing mind and will theory, (especially in criminal matters) and the more purposive approach being adopted in civil matters. Attribution in the case of the wrongdoing director is considered as well as the application of an illegality defence.

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