by TheEarl  16/11/2017  1 Comments  162 Page Views
Commercial law, litigation, contracts, IP, property law
Bit of a random question, just out of interest.

Is anyone aware of cases where a Court has deemed separate companies to be effectively one and the same in the event of a compensation payout or bankruptcy, whether or not those companies formally formed parts of a consolidated group?

To illustrate my thinking:
I served on the board of a Church that was structured as an unincorporated association, had a community services arm that was a private company limited by guarantee, and its property and vehicle assets were held by a trust, administered by another private company limited by guarantee. All were registered charities, and had overlaps in operations, as well as the boards sharing most, if not all, of their members. The Senior Minister of the Church was ex officio the Chair of all of the boards.

While the structural separation of the Church and Community Services company are no surprise, it was highlighted a few times in conversation how the property assets being held in a separate trust protected them if the Church were ever sued for any reason, with the Church itself having almost no assets worth going after.

This is only one specific example of what I believe to be a fairly common practice, not only in Church structures, but in various corporate structures as well.

My question is, are there any cases that anyone is aware of where the Court has, for want of a better explanation, seen through the artificial nature of the structure and deemed the assets of one entity to be "in play" for compensation or liquidation of another, despite them being separate legal persons?

(NB: I am aware of cases where assets have been shifted from one company to another right before a bankruptcy and the Court has ordered a claw-back, that's not what I was meaning)TheEarl2017-11-16 00:27:18