THE INCORPORATION PROCESS IN UK AND US CORPORATE LAW: A COMPARATIVE ANALYSIS

Аннотация

This thesis explores the principle of separate legal personality in corporate law and the limited circumstances under which courts may lift the corporate veil. Rooted in the landmark case Salomon v A Salomon & Co Ltd [1897], the doctrine treats a company as a distinct legal entity, offering protection to shareholders and encouraging investment. However, this legal separation can also be misused to avoid liability or conceal wrongdoing. Using a doctrinal research approach, the study examines key legal sources including statutes, judicial decisions, and academic literature. Special focus is given to recent cases such as Prest v Petrodel Resources Ltd [2013] and Sevilleja v Marex Financial Ltd [2020], which have redefined the boundaries for veil-piercing in the UK. The findings reveal that courts remain cautious and restrict intervention to cases of legal evasion, prioritising legal certainty over broader notions of fairness. Comparative analysis with US and Australian practices highlights different approaches, particularly in the use of "alter ego" doctrine and statutory rules. The thesis concludes that while the doctrine of separate personality is essential for economic growth and legal clarity, it must be balanced with regulatory reforms aimed at enhancing corporate accountability, such as greater transparency in beneficial ownership (OECD, 2021; Kraakman et al., 2017). The limited nature of veil-piercing calls for complementary policy tools rather than expanding judicial discretion.