Corporate Attribution Directing Mind Will †Myassignmenthelp.Com

Question: Discuss About The Corporate Attribution Directing Mind Will? Answer: Introducation The phrase directing mind and will is used to denote the natural person identification that has the actual control and management over the affairs of the company. As a company is considered as a separate legal person and yet, its affairs are conducted through the natural persons, who have a certain state of mind and act in a manner, which directs the actions of the company (Hudson, 2017). Through the use of this concept, these very individuals are identified. This phrase is used in context of both civil and criminal cases. For instance, this concept was used in the cases of Citizens United v. Federal Election Commission 558 U.S. 310 (2010) and the contextualization of this concept was done by Lord Hoffman in Meridian Global Funds Management Asia Ltd v Securities Commission [1995] UKPC 5 (Ferran, 2012). Tesco Supermarkets Ltd v Nattrass [1972] A.C. 153 HL is another crucial manner where this concept was used by Lord Ried who stated that the directing mind and will test required the living person to be identified, who could be considered as the personification of the company. In this case, it was held by the court that the store manager was not responsible for directing the will and mind of the company as the company had undertaken all the steps to avoid the offence from being committed, and the fault of another employee led to this offence. As a result of this, the company was not held liable (Bailii, 2017). Piercing the Corporate Veil One of the features of a company is that it has a separate legal entity status from the ones who run its operations. And so, the individuals who run the business are not made liable for the acts done by the company and same is true vice versa (Anderson, 2008). However, at times it happens that the individual who run the business of the company, do it in such a manner, so as to avoid their personal liabilities and use the corporate as a veil for their acts. So, in cases where the court deems it just and fair, with regards to delivering justice, they pierce the corporate veil of the company and hold the ones behind this veil, liable for the acts undertaken through the concept. The initiation of this concept was done in the matter of Salomon Co Ltd [1897] AC 22 whereby the defendant was made liable for the debts undertaken by the company, through the incorporation of this concept (McLaughlin, 2015). Creasey v Breachwood Motors Ltd [1993] BCLC 480; 10 ACLC 3,052 is amongst the numerous examples in which the courts have pierced the corporate veil of the company, for upholding justice. In this case, the corporate veil was pierced so as to determine the ownership of the new company and the shareholders of such new company as the new company had been formed just for avoiding the liabilities of the old company, under the tort of negligence (French, Mayson and Ryan, 2016). References Anderson, H. (2008) Directors Liability for Unpaid Employee Entitlements: Suggestions for Reform Based on their Liabilities for Unremitted Taxes. Sydney Law Review, 30(470). Bailii. (2017) Tesco Supermarkets Ltd v Nattrass [1971] UKHL 1 (31 March 1971). [Online] Bailii. Available from: https://www.bailii.org/uk/cases/UKHL/1971/1.html [Accessed on: 19/09/17] Ferran, E. (2012) Corporate Attribution and the Directing Mind and Will. [Online] University of Cambridge. Available from: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=2025884 [Accessed on: 19/09/17] French, D., Mayson, S., and Ryan, C. (2014) Mayson, French Ryan on Company Law. 31st ed. Oxford: Oxford University Press. Hudson, A. (2017) Understanding Company Law. 2nd ed. Oxon: Routledge. McLaughlin, S. (2015) Unlocking Company Law. 3rd ed. Oxon: Routledge.