It is the development of theories in practice. It is submitted there are reasons behind the trend towards subjectiveness. The case law does pierce the corporate veil, but the judges did not intend to permit even the legal professionals to predict precisely when they would do so. ''The cases tend to hunt in packs of two, each case reaching a different result on almost identical facts.''[45] Furthermore, it is so difficult to define in a very formula when and why to disregard the corporate personality for complexity of transactions and large value thereof that considerable degree of discretion has been conferred upon themselves to determine the balance of the equities and do justice pursuant to the individual facts. It is difficult to make valuation of such a tendency; however, I contended that the unpredictability both facilitates transactions and encourages frauds by means of affiliated companies. It is a value judgment for authorities.
The doctrine of lifting the veil plays a small role in British company law.[46] ''In practice the ability to choose between the application of the rule in Salomon''s case and the jurisdiction to pierce the veil of corporateness gives the courts a considerable degree of discretion and enables them to do justice and to decide individual cases in accordance with equitable considerations. But it should be emphasized that the rule in Salomon''s case is still the principle and the instances of piercing the veil are the exceptions, though their number is growing.''[47]
Corporate personality:
Outside the piercing scope, the corporate personality recognised in Salomon is prima facie applicable to all associated members in a company group. Prima facie in this scenario means that, on the one hand, legal personality comprising of many statutory or case law contents is a kind of automatically applicable right for every company, individually or in a group, unless the transaction done can be proved to fall within the exception; and that, on the other hand, recognition by implication of lifting veil as exceptions thereof, though with exacting terms, have been tested by some precedents.
【作者简介】
佟刚，单位为中国进出口银行。
【注释】 Janet Dine, The Governance of Corporate Groups, 2000, Cambridge University Press.
The Albazero （1977） AC 744.
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