Last try. The Corporate Personlity Doctrine is a well-defined, highly precise, very limited doctrine that is totally irrelevant to issues of corporate or shareholder liability. The CPD says taht for certian purposes, corporations are persons are the 14th and 5th amendement. They are entitled to freedom of speech, due process, equal protection, etc. That has zippo to do witj wthet you can reach a shareholder behind a corporate form. The latter question is a matter of piercing the corporate veil. This has nothing, I repeat NOTHING, to do with corporate personality. The element or requirement in veil-piercing you object to, fraud or injustice, is not ill-defined either. Basically it says no harm no foul: you can't go behind the corporate form even if formalities have not been observed it no one was harmed by the failure to observe these formalities. It is essentially a standing-like requirement, no injury, no cause of action. I hope this is now clear.
--- Kenneth Campbell <[EMAIL PROTECTED]> wrote: > Andy writes: > > >Why do we leave the decisions to the courts? Well, > we > >could leave to to arbitrators and sometimes do. Or > to > >administrative agencies, but that just generaly > means > >to administrative law judges. Who would you leave > the > >determination of liability to? > > That is not what I asked. > > I like law. I have no problem with the judiciary as > a concept. And, in > disposition, I would not like a court which does not > demand inquiry from > the parties. > > What I asked, and do not feel I found an answer to > in my research, is > why we have this poorly defined CPD? It strikes me > that the definition > of it is very shifting and lacks cohesion. The > courts make things up as > they do along -- not in questions of facts, but in > questions of law. > > Maybe things are starkly different there. You will > recall that I am in > Canada, and we will import UK decisions with greater > weight than US > decisions. Salomon and its offspring are perhaps not > part of your > caselaw. > > I did not raise the issue to compare caselaw, > though. I think CPD is > nebulous, purposefully, because the legislatures do > not want to limit > what business can do. And then one enters a scenario > where judges are > acting as equitable legislators when there seems to > be no need to do so. > > >I have no ide what you mean by saying that the > >criminal bar (of which I am part) would like as > much > >for their clients. Actually I think we'd prefer > >precisely defined elements rather than vague > standards > >with lots of equities thrown in. It's hard to > imagine > >that operating in favor of criminal defendants. > > Are we talking across each other? > > I have been suggesting that the lack of precise > definition, and the need > to dip into the pond of equity when feeling a bit > parched in doing > something that the judge thirsts to do, is _not_ > good for corporate law. > I would rather see the clarity of the criminal code. > > I have quietly suggested that the reason this kind > of nebulous statute > can even exist is because the legislature does NOT > want the clarity of > criminal law. Lack of clarity simply makes it easier > to do biz, and > let's not worry too much how the dirt comes out in > the washing. In the > end, the courts will rely on the social need to > "keep the gears of > industry turning" as a sort of excuse for > innumerable breaches. > > Ken. > _______________________________ Do you Yahoo!? Declare Yourself - Register online to vote today! http://vote.yahoo.com
