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9 Corporations

Adrian Briggs

From: Private International Law in English Courts 2e (2nd Edition)

Prof Adrian Briggs

From: Oxford Legal Research Library (http://olrl.ouplaw.com). (c) Oxford University Press, 2023. All Rights Reserved.date: 03 March 2024

Subject(s):
Corporations — Insolvency — COMI and forum shopping — Capacity of parties

This chapter deals with the private international law of companies and other corporations with legal personality: both jurisdiction and identification of the applicable law. The point of departure is to recognize the importance of the law under which the entity was created, the lex incorporationis, as determining the existence, organization, capacity, and termination, of a corporation; the question whether such a rule allows incorporation under a law which is excessively favourable to the corporators, and dangerous to those who deal with the company, is considered: both as a matter of general principle and as bearing on claims that a court should ‘lift the veil of incorporation’. The relationship between corporate capacity and the legal authority of office-holders, when dealing with third parties, is examined. The amalgamation and succession of corporations, and the persistence or not of rights and obligations, is considered. The law relating to corporate distress is examined, in outline form, dealing with measures designed to give the company a little breathing space, and with the insolvency and winding up of the company. The fragment of law retained from the otherwise-revoked EU Insolvency Regulation is examined alongside the rules principally set out in the Insolvency Act 1986.

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