Chapter 2 Further reading

L Roach, Company Law (2^nd edn, OUP 2022) chs 3 and 4.

Provides a detailed, yet accessible, discussion of the process for incorporating a company, and the law relating to a company’s separate personality.

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, S Worthington and C Hare, Gower: Principles of Modern Company Law (11^th edn, Sweet & Maxwell 2021) ch 2.

An excellent discussion of the advantages and disadvantages of incorporation.

D French, Mayson, French & Ryan on Company Law (37^th edn, OUP 2021) 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 (2^nd 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.

S Abdul, ‘Okpabi v Royal Dutch Shell plc [2021] UKSC 3: Is It Necessary to “Pierce” the Corporate Veil?’

Discusses the Supreme Court’s decision in Okpabi and the law relating to the duty o care owed by parent companies.

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.

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

L Watkins and H Nsubuga, ‘The Road to Prest v Petrodel: An Analysis of the UK Judicial Approach to the Corporate Veil’ (2020) 31 ICCLR 547 and 597.

This two-part article provides a detailed discussed of the evolution of the law relating to piercing the corporate veil, and the key features of Prest.

Law Commission, Corporate Criminal Liability: An Options Paper (Law Commission 2022).

Law Commission, Corporate Criminal Liability: A Discussion Paper (Law Commission 2021).

These papers explain and analyse the law relating to corporate criminal liability, and provide several options for possible reform.