However, the court does not have the power to disregard the legal personality of entities in a group simply for they have been involved in some impropriety.[20] Other standards, especially ''the interests of justice so require'' should also be referred.
3) The existing nature of the rights to be deprived of by means of the facade is material. ''Law does not look with similar disfavour on the formation of a limited liability company in order to confine the future or contingent liabilities of an enterprise within specific limits.''[21] Any company, as long as other requirements of formation are met, is entitled (or even encouraged in my opinion) to create sub-structures on purpose to minimize its liabilities and risks in ordinary business. The hinge is focused upon the nature of the liabilities confined by the limited-liability principle-future or contingent one or existing one. Should the former one be evaded, it is wise and sophisticated commercial decision to reduce future burdens and risks; should the latter one evaded, it is possible (not necessary in absence of other standards) to be regarded as illegal. After all, it is the original company''s credit and performance which third party relied upon to define the scope of others'' existing rights (i.e. company''s existing liabilities), rather than the sham or fa?ade''. On the other hand, once associated company has been established to avoid future risk, the other party, knowing the conversion of the opposing transaction party, should reasonably judge and then make decision.
It is still a developing test; therefore, no precise standard or definite requirements can be given. Nevertheless, as noted by a scholar, ''no doubt as the years go by, future cases will gradually result in the courts developing a detailed jurisprudence of the facade concept''.[22]
(iv) Agency argument
There was no doubt that should the company have been Salomon''s agent, Mr Salomon, as principal, would have been held liable to the creditors for agency theory. The same rule will be invoked in the company group[23]; nevertheless the difficulties and controversies lie in the heavy proving burden for the inherent characteristics within a group: asymmetric information behind the veils and de facto control links always making an outsider''s proof next to unavailability.
Although the descriptions of the agent subsidiary in decisions are various: ''puppy, dummy or commingling'', this argument is applicable in some cases for the agency relationship, de facto or de jure. Elements displayed below, somewhat exacting and oppressive, seem necessary for the piercing, rather than parents'' controlling interests[24].
