Chapter 2 Further reading
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 |