Saturday, September 27, 2014

Article: Attribution in Company Law

"Attribution in Company Law"
The Modern Law Review
Vol. 77, Iss. 5, pp. 794-807
Sept 2014
Ernest Lim, Associate Professor, Faculty of Law, HKU
Abstract: In Bilta (UK) Ltd (in liquidation) v Nazir (No 2), the Court of Appeal held that the ex turpi causa defence was inapplicable by refusing to attribute the fraud of the directors and the sole shareholder to the company in connection with the company's claim against them and third party co-conspirators. It is significant that the court has not only clarified the law in relation to attribution, but it did so by rejecting the majority's reasoning and endorsing the dissenting judgment in the House of Lords decision in Stone & Rolls (in liquidation) v Moore Stephens (a firm). This article evaluates the decision in Bilta by critically examining the fundamental principles and policies that apply to the three distinct circumstances under which corporate attribution should or should not take place.  SSRN

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