Answer either A or B
Question A
"...it was considered that there was a discretionary jurisdiction to pierce the corporate veil here special circumstances existed indicating that the company was a mere facade concealing the true facts, an articulation of the piercing doctrine stated by Lord Keith in Woolfson v Strathclyde Regional Council...Having incorporated, shareholders have a legitimate expectation, as do those who deal with the incorporated entity, that the courts will respect the status of the entity and apply the principle of Salomon in the ordinary way."
Hannigan, Brenda, Company Law (2016), Oxford University Press, page 47.
Undertake a critical evaluation of the clarity provided by the courts in lifting the veil of incorporation.
Word length: 3,500 Or
Question B
"While the duty provided for in s.172 might be regarded as educational (as far as directors are concerned) it is vague and provides little direction or even guidance. It might well be seen as a general statement of principle hopefully encouraging directors to aim for the long-term success of the company and to demonstrate enlightenment, but there is certainly an enforcement problem with the provision."
Keay AR, "The Duty to Promote the Success of the Company: Is It Fit for Purpose?" [2010] SSRN Electronic Journal
With reference to the above statements, critically analyse the effectiveness of s.172 Companies Act 2006 in comparison with the previous duty at common law.
Assignment Guidance
- This assignment involves a significant element of independent legal research, however this research will be guided by the lectures and the material provided.
- Substantive law relating to both questions will be lectured as part of the course and you should prepare the seminar questions as part of your research for the assignment.
- You should consider both the specific learning outcomes for this assessment (below) and the generic university marking criteria.
- Be particularly aware of the requirements of critical evaluation in the question. A useful definition of critically evaluate is provided by the University of Leicester website:
"Give your verdict as to what extent a statement or findings within a piece of research are true, or to what extent you agree with them. Provide evidence taken from a wide range of sources which both agree with and contradict on argument. Come to a final conclusion, basing your decision on what you judge to be the most important factors and justify how you have mode your choice."
Another, simpler way of expressing this is to say you should avoid merely stating the law or legal doctrine -- with the consequence being that your essay will be too descriptive. Instead your essay needs to bring together different points of view from a variety of sources (this is referred to as synthesising) to find alternative views.
- As a result of this requirement to synthesise alternative views, you will need to use both primary and secondary sources, case law and academic opinion your material.
- The most important piece of advice for this and any other assignment or assessment however is to read the question and then answer the question. Do not re-write the question in your own mind to "What do you think about the Corporate Veil doctrine?" or "Tell me everything you know about the duty of care skill and diligence" or something similarly generic.
- Where appropriate, you should place your answer in a wider context - for example this wider context could involve economic or societal considerations. As this Programme is an International Commercial Law Programme it is relevant to consider the approach taken in other jurisdictions.
Learning outcomes for both questions
- Demonstrate a detailed knowledge and understanding of an area of corporate law;
Need to use OSCOLA referencing