Chapter 2 Further reading

Incorporation

Books

BR Cheffins, Company Law: Theory, Structure and Operation (OUP 1997) 497-508.

Provides a discussion of the economic advantages and disadvantages of limited liability.

PL Davies and S Worthington, Gower & Davies’ Principles of Modern Company Law (10th edn, Sweet & Maxwell 2016) ch 2.

An excellent discussion of the advantages and disadvantages of incorporation.

D French, Mayson, French & Ryan on Company Law (36th edn, OUP 2019) ch 5.

Provides a highly detailed and authoritative discussion of the effects of corporate personality, piercing the corporate veil, and the theories behind corporate personality.

D Kershaw, Company Law in Context: Text and Materials (2nd edn, OUP 2012) ch 2.

An excellent discussion of the theory and practice relating to the principle of corporate personality.

LE Talbot, Critical Company Law (Routledge 2008) 43-61.

Discusses the historical origins and evolution of the doctrine of corporate personality.

 

Journal articles

A Hicks, ‘Corporate Form: Questioning the Unsung Hero’ (1997) JBL 306.

Discusses the merits of the limited company and questions whether limited liability is appropriate for smaller businesses.

T Cheng-Han, ‘Veil Piercing – A Fresh Start’ [2015] JBL 20,

Analyses the case of Petrodel Resources Ltd v Prest.

M Moore, ‘“A Temple Built on Faulty Foundations:” Piercing the Corporate Veil and the Legacy of Salomon v Salomon’ (2006) JBL 180.

Discusses the legacy of Salomon and the instances when the courts will pierce the corporate veil, paying particular attention to the ‘sham’ exception.

EC Mujih, ‘Piercing the Corporate Veil: Where is the Reverse Gear?’ (2017) 133 LQR 322.

An interesting article that, post-Prest, argues that the law has not sufficiently distinguished between ‘forward piercing and ‘reverse piercing’ of the corporate veil.

MA Pickering, ‘The Company as a Separate Legal Entity’ (1968) 31 MLR 481.

Although over 40 years old, this article still provides an excellent discussion on the nature and extent of a company’s corporate personality.

FG Rixon, ‘Lifting the Veil Between Holding and Subsidiary Companies’ (1986) 102 LQR 415.

Discusses the cases of DHN Food Distributors Ltd and Woolfson v Strathclyde Regional Council.

V Tan, ‘The Corporate Veil: Will the Court Pierce the Veil on Grounds of Justice and Modern Business Realities?’ (2018) 39 Co Law 387

Discusses the duty of care cases Chandler and Okpabi, and asks whether the court have recognized commercial realities regarding corporate groups

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