Describe the various political party systems that can be identified, Essay

Describe the various political party systems that can be identified, more or less, with the developments of the following period - Essay Example The constitution recognizes that human beings are equal and have inalienable rights. As such, most political parties in the US fight for equalitarian ideals whenever another party veers off the ideals set by the constitution; for example, the democrats often advocate for strong national government and taking care of the interests of the wealthy for economic progress forgetting social equality and on the other hand, republicans worked so hard to maintain equality (Reichley, 2000 p. 30-36).There has been many political parties pursuing different interests since independence ranging from nativism, anti-catholism, slavery, taxation, and the national bank but the dominant parties in modern USA are the democratic and republican parties. The aim of this paper is to trace the history of political party systems since independence; their ideals, nominations and elections, social groupings, major fault lines, and the changes from each era to another. To answer this question, the paper will be d ivided into five sections. The first section will cover the first party system during the period 1787-1828. Then, the second party system from 1828-1854. Thirdly, third party system period from 1854 to 1896. Followed by the fourth party system 1896-1932 and lastly, fifth party system which covers the period from 1932 to 1960s. 1787-1800 Though America declared independence in 1776, the constitution was signed in the year 1787. By then there were no political parties as was the norm in other countries of the world. It was a federal constitution and as such presidents, House of Representatives and congress were elected on a federal ticket until the 1790s when political parties were invented. The first Electoral College was constituted in 1789 and George Washington from Virginia State was elected as the president with 69 votes (Reichley, 2000 p. 29). His vice president was John Adams of Massachusetts. After assuming office, Washington chose Thomas Jefferson as the secretary of state an d Hamilton as secretary of treasury. These two posts were very vital in the administration of the state thus the holders of these offices were close confidants of the president. Hamilton as the secretary of treasury was involved in making policies on development and as such he embarked on an ambitious economic program of ensuring the national state remained dominant or in control. The program involved assuming national and state debts by the federal government, establishing a national bank and levying taxes especially on whiskey (Reichley, 2000 p. 30). His philosophy was the inclusion of business interests as part of ensuring rapid economic growth in the belief that the support for commerce and manufacturing was for the benefit of all citizens. However, some individuals thought that he was reverting to the monarchical era and criticized him for placing less value on social equality which is one of the principles of the constitution. Though he conceived that there may be an abuse of power if too much power is placed on national government, he also believed that the civil society could remedy the situation (P. 30). The national bank was of such importance that different factions kept arguing about whether it should exist or not. Some individuals mostly republicans were also opposed to the idea of the federal government assuming debts and making workers pay high taxes to recover such debts. The only people who profited from such a move were speculators who had expected high

How Do Products of the Imagination Construct Sense of Place Essay

How Do Products of the Imagination Construct Sense of Place - Essay Example It is the words that an author pens that bring together the image of character in time and place and give rise to a stage upon which the words come to life in a reader’s mind. It is the contours and mixture of color in a range space and texture that creates in the viewer’s mind an interpretation of artist’s paintings; or the poet’s words that, while meaning little to one person, touch a place in the emotions of another such as to cause tears to flow from that person’s eyes. It is the expressed imagination of someone that causes another by way of his/her own imagination to move through time and space to a place that exists because of the creative machinations of the creator. In his book Life Place: Biorgeional Thought and Practice, Robert Thayer, Jr., writes, â€Å"To live in a place well certainly requires an imagination, humanity mires in mediocrity and stagnation; to imagine, to create, is to survive and thrive (Thayer, Robert Life Place ). Thaye r goes on to suggest that â€Å"True creativity has an other-worldliness to it (put page # only ).† Like the poet Andre’ Breton, who said, â€Å"Existence is elsewhere (Gaultier, Alyse 11),† Thayer, like Breton, is suggesting that the greatest level of creativity is the manifestation of that place where only the imagination takes us.

Smoking Cessation Interventions In England Health And Social Care Essay

Smoking Cessation Interventions In England Health And Social Care Essay Smoking causes a range of health issues and diseases in people particularly Cardiovascular diseases, chronic obstructive pulmonary disease (COPD), lung cancer and a range of other cancers, peptic ulcer and various other medical conditions. (National Health Service, 2010)The survival rates are low even after the person undergoes surgery. Post operative Complications may also develop which causes delays in recuperation and often people experience respiratory issues due to this. (National Institute of Clinical Excellence, 2010). Further, it can cause complications in pregnancy and labour among women who smoke during their pregnancy period, including ectopic pregnancy, bleeding, premature detachment of placenta and premature rapture of membranes. These women also suffer from a high risk of miscarriages in comparison to those who do not smoke. Also, the babies born to such mothers carry a lighter weight (average 200-250 gm) than women who do not smoke. (NICE, 2010). This can reduce the immunity system of children and place them at risk of developing diseases in childhood or death. It has been found that Smoking in pregnancy increases infant mortality by about 40 percent. (NICE, 2010). The number of deaths attributed to smoking were estimated to be 83,900 in adults aged 35 and above in 2008. Among these deaths, 23,200 resulted from respiratory diseases (mainly obstructive lung disease) and 37,000 accounted for cancer conditions (lung cancer, Cancer of the Oesophagus). (HSCIC, 2009) Given the varied benefits of stopping smoking and adopt healthy lifestyle, some smokers are willing to quit smoking and 70 percent of them make efforts to quit at least once in their lifetime. At present, the self reported rates of smoking in England is 21 percent among adults aged 16 and above. Despite the trends of reduction in smoking prevalence, it is still considered as a serious public health concern in England (Allender et al, 2008). NHS Stop smoking services It is reported that over two third (67%) of the smokers in the English population attempt to quit every year (ONS, 2009). However, smokers are often require to put in repeated efforts and attempts towards quitting smoking before succeeding (NHS, 2010). To support smokers who want to quit smoking and help them succeed in their quit efforts, National Health Service (NHS) founded a unique initiative program called as NHS Stop Smoking Services (NHSsss) in 1999. This national programme came into being following the White paper on Smoking kills published by Government in 1998.This policy guidance expressed strong commitment to address the serious health consequences of smoking and tackle the growing concern of rising prevalence rate of smoking in the population. It laid down plans for the development of a special national unit, Smoking Cessation Services) along with other initiatives (implementation of advertisement ban, ban of smoking at work and public places). NHSSS forms the part of th e wider Tobacco Control program run by Government to reduce the prevalence of smoking among the local population. Their primary role is to provide and deliver a high- quality clinical smoking cessation services to smokers who are motivated to quit smoking. Since its establishment, NHS Stop smoking services (SSS) have supported over two million people to quit smoking in the short run and 500,000 people to quit smoking in the long run without relapse. In total it has saved 70,000 lives uptill now. Even though smoking rates have dropped down since 1990s the progress has been slower in the last decade among the Routine and Manual workers population. It has been estimated that the dropping rate of smoking is 0.4 percent a year. (NICE, 2010). This suggests that health inequalities exist between different socio- economic groups. There have been expectations that SSS will make significant contributions in reducing the gap of smoking prevalence between these groups. This issue was taken up as one of the main priority in NHS Operating Framework and treatments and support were offered by Primary Care Trusts (PCTs) to people who were willing to stop smoking in deprived localities of England. (Low et al, 2007). However, quit rates among socially di sadvantaged groups remain low. Currently, out of the total smoking population, smoking rates among Routine and Manual workers are 26 percent. Also, the smoking rate is high among people who belong to ethnic minority groups in the UK population. Studies conducted in various ethnic minority communities have reported that people from these populations do not access the services offered by NHS SSS due to limited information about the accessibility and effectiveness of smoking cessation interventions. Thus, to maximise the potential of NHS Stop Smoking Services, a high and effective level of intervention is essential to target this public health concern and reach people from all socio economic and ethnic minority groups who are willing to stop smoking and benefit from it. NHS Stop Smoking Cessation Services- Delivering of interventions NHS Stop smoking support are offered and delivered in range of ways. The treatments are provided to people in a separately or a combined manner. Recommended treatments that have shown evidence to be effective over the years comprise (NICE, 2010): Brief interventions given by GP, nurses or other health practitioners practicing in the local community in the form of advice, self help materials or referrals for further clinical treatment. Individual Behaviour counselling in a one to one sessions Group Behaviour therapy ( Also known as Closed Groups) Pharmacotherapies ( providing alternate medications like Nicotine Replacement therapy, Buropion or Vareniclin) Self help materials (leaflets, quick kits) Telephone counselling and quitlines Media campaigns to spread awareness of smoking related ill health and interventions available to stop smoking. The sources of mass media campaigns include a combination of television, radio, newspaper advertising. Smokers who are willing to discontinue smoking are offered the above range of treatments options so that they can chose the one which suits them the most. The health professionals may provide, as appropriate, a combination of interventions that are sensitive to the needs, preferences and ethnic diversity of their local smoking population and at the same time being mindful of bridging the gap between health inequalities. These interventions are considered to be cost effective way of reducing ill health and prolonging life. So every smoker should be advised to stop smoking and offered help if they feel like wise in doing so. (NHS, 2010) All the interventions provided under Stop Smoking Services Clinics share some common properties. Such as Behavioural support offered in both individual and group therapies by health professionals and they normally advise the usage of Nicotine and Nicotine- based therapies along with it. (NHS, 2010). This clinical service is provided over multiple sessions to the smoker and a quit target date is set at a follow up of 4 weeks. Success ranges of quit rates by smokers depends upon the type of intervention received by them. Interventions that combine group support with Nicotine reduction therapy are more effective in achieving 4 weeks quit rates (71 percent) in comparison to individual support given in clinical settings. (Bauld et al, 2009). Though both types of intervention implement complimentary modes of action, the quit rates maintained over long term differ considerably. Other interventions like counselling support and information provided over quit lines, internet and mobile phones may be easily accessible by wide smoking population but may be less intensive and effective in comparison to the support given in clinical settings (NHS, 2010). Aims of this Research: This research is designed to meet the following aims: To assess the effect of the different interventions and support offered by Smoking cessation services to help achieve success rates of smoking abstinence over long period of time. To make a comparison between the studies that have evaluated the effectiveness of interventions undertaken by the smoker with the assistance of self help interventions in comparison to the clinical treatments provided under NHS stop smoking cessation services over the last decade. The comparative assessment will be done between the following: Self help materials (leaflets, information kits); Mobile phone and Web based support, Smoking Quitlines Vs Brief advice offered by GPs and other health professionals Brief GP advice + Nicotine reduction therapy, Bupropian and Vernaciline; Attending a smoking clinic and receiving Behavioural support +NRT, Bupropian and Vernaciline Highlight those interventions among the clinical and less clinical interventions which are more likely to produce successful quit rates at 4 weeks follow up. Rationale for conducting this Literature review Research Disease Burden from smoking: Smoking imposes a huge burden on the countrys economy. It imposes direct costs on National Health Service for health care and indirect costs on loss of productivity (ASH, 2010). It has been estimated that National Health Service spends approximately 2.7 billion on treatments and control this public health issue. In addition, it puts the smoker and their families and others through discomfort, pain and suffering. Among them, the cost of bereavement and consequent emotional and social distress, the payment of social security and benefits is given to the dependants of those who die as a result of smoking related disease. Also, it has been suggested that total number of deaths associated with smoking has not changed much in the last 10 years (Allender et al, 2008) Thus, given the expenditure spent by NHS in providing interventions under its National Program, it becomes highly important to deliver treatments that are evidenced based and help in maintaining consistent quit rates of between 35% and 70% in the population and meet the PSA target of reducing smoking prevalence rate by 21% or less by 2010 (NHS, 2010). This research will make a comparative assessment and provide information and insight of the effectiveness of the both highly clinical and less clinical interventions which will help in the meeting the current NHS targets for 2010. Knowledge transfer: For the purpose of achieving the third aim, the author has a personal interest in highlighting it. The author here wishes to gain wider information about the most effective smoking cessation intervention with the objective of transfer knowledge. The author of this dissertation belongs to India and she wanted to make an international comparative assessment of the effectiveness of national smoking cessation interventions between England and India. However, due to the limited published documents of current trends and related literature, it has not been possible to examine and make comparisons with India on this topic. But the author found some useful information from a national report produced under Ministry of Health and Social Welfare (MOHSW, 2004) raised awareness about the widespread production, consumption and resulting impact of ill health impinging on Indian population and its economy. So the author would like to transfer knowledge by sharing the results and outcomes of this research with the health professionals with the main purpose of sensitising Indian health care system; and promoting most effective tobacco cessation interventions based on the examples of English Stop Smoking Cessation services; and minimize the economic burden on Indian government. (MOHSW, 2004) Thus, Tobacco Control programmes worldwide are designed with the aim of reducing the burden of disease, disability and death related to the consumption of tobacco. In order to determine the effectiveness of such programmes in England, it is essential to describe the smoking cessation interventions; document implementation and show results and outcomes to guage their contribution towards bringing down the smoking rate in the population. Hence, The next section, Preliminary Literature review will discuss in detail the workings of NHS Stop smoking services; different Smoking Cessation treatments, and manner of implementation with statistical facts to support their contribution in bringing down the smoking rate in English population.

Moving Beyond Motherhood in The Yellow Wallpaper by Charlotte Perkins G

  Ã‚  Ã‚  Ã‚   Since its original publication in The New England Magazine in May 1892 and its subsequent resurrection by modern feminists in the l970's, Charlotte Perkins Gilman's novella, "The Yellow Wallpaper" has gone through varied interpretations. When it was originally written, "The Yellow Wallpaper" was considered a tale of horror, so horrible in fact, that one editor, Horace Scudder of the Atlantic Monthly, refused the work because he did not want to make others as miserable as he was when he read it. Even as late as 1971, Gilman's work was anthologized under the category of horror (Kennard 75). It was not until the work was rediscovered and republished in 1973 that modern feminist critics recognized the female hero as a victim of society (Kennard 75). However, "The Yellow Wallpaper" is more than a story with a fictional character; it is the story of its creator. Gilman, as well as her heroine, suffered through postpartum depression. She not only had to fight the depression and isolation of being a mother but also the social mores of the time which did not condone career-minded mothers. Society's prime guardians of the status quo in this instance were the medical doctors who found it necessary to treat women who were less than happy in their domestic roles. In her case, the treatment was administered by Dr. S. Weir Mitchell for whom Gilman stated she wrote "The Yellow Wallpaper" (The Living of CPG 121). Gilman recognized that she needed to escape the confinement of the home before she could become a career woman who also happened to be a mother. It was through "The Yellow Wa llpaper" that the transition from homebound mother to career mother began. The feelings she experienced as a new mother were not unlike those of ma... ...Gilman: An Autobiography. New York and London: D. Appleton-Century Co. (1935)   Rpt. As The Living of Charlotte Perkins Gilman. New York: Harper & Row, Colophon Books, 1975. ---. "Why I Wrote the Yellow Wallpaper". Charlotte Perkins Gilman: A Study of the Short Fiction. Ed. Denise D Knight. New York, Twayne Publishers, 1997. 106-107. Hill, Mary A. Charlotte Perkins Gilman: The Making of a Radical Feminist, 1860-1896. Philadelphia: Temple UP, 1980. Kennard, Jean E. "Convention Coverage or How to Read Your Own Life." New Literary History 13 (Autumn 1981): 69-88. Palis, James., et al. "The Hippocratic Concept of Hysteria: A Translation of the Original Texts." Integrative Psychiatry 3.3 (1985): 226-228. Smith-Rosenberg, Carroll "The Hysterical Woman: Sex Roles and Role Conflict in 19th-Century America," Social Research 39 (Winter 1972): 652-78   

Economic Analysis Presentation Essay

Prepare a 15- to 20-minute oral presentation accompanied by 10 to 15 Microsoft ® PowerPoint ® slides. (Online Campus students must submit a 10 to 15 slide Microsoft ® PowerPoint ® presentation with detailed speaker’s notes). Include the following:  · Importance of economic analysis  · Description (general overview) of the assigned environmental issue  · Economic analysis of the environmental issue   Costs   Benefits   Risks   Limitations   Problems  · How economic analysis can be used to determine the most effective and economical regulations or policies (see Ch. 28 of the text) to help solve the environmental concern Include two other resources aside from the textbook. **Instructor will choose environmental issue for each team. You are responsible for cooking and cleaning. Choose healthy foods, get eight hours of sleep every night, and study as much as possible. Take care of yourself well, study appropriately, attend all your classes and follow a regular schedule. You can become ill as a result of stress and poor nutrition. This pack of SCI 256 Week 5 Economic Analysis Presentation includes: Impact of Water Pollution: The Economy Report General Questions – General General Questions Perform an economic analysis on an assigned environmental issue in the world today. Prepare a 15- to 20-minute oral presentation accompanied by 10 to 15 Microsoft ® PowerPoint ® slides. (Online Campus students must submit a 10 to 15 slide Microsoft ® PowerPoint ® presentation with detailed speaker’s notes). Inc†¦ Get complete A+ tutorial here – https://bitly.com/1oJKDLU You are responsible for cooking and cleaning. Choose healthy foods, get eight hours of sleep every night, and study as much as possible. Take care of yourself well, study appropriately, attend all your classes and follow a regular schedule. You can become ill as a result of stress and poor nutrition. General Questions – General General Questions Perform an economic analysis on an assigned environmental issue in the world today. Prepare a 15- to 20-minute oral presentation accompanied by 10 to 15  Microsoft ® PowerPoint ® slides. (Online Campus students must submit a 10 to 15 slide Microsoft ® PowerPoint ® presentation with detailed speaker’s notes). Include the following:  · Importance of economic analysis  · Description (general overview) of the assigned environmental issue  · Economic analysis of the environmental issue   Costs   Benefits   Risks   Limitations   Problems  · How economic analysis can be used to determine the most effective and economical regulations or policies (see Ch. 28 of the text) to help solve the environmental concern Include two other resources aside from the textbook.

Lifting the Coporate Veil

LIFTING THE CORPORATE VEIL (i) Introduction (ii) Principles of Corporate Personality (iii)Statutory Exceptions (iv)Common Law and the Mere Facade Test (v) Agency and Groups (vi)Conclusions INTRODUCTION 1. When a creditor discovers that a debtor company is insolvent, the creditor will frequently want to recover the debt from a shareholder, director or associate of the insolvent company. There exist various statutory and common law mechanisms by which the corporate veil can be lifted and liability imposed on individuals or other companies.This lecture sets outs and discusses those mechanisms in the light of recent authorities and of the Companies Act 2006. PRINCIPLES OF CORPORATE PERSONALITY 2. One of the fundamental principles of company law is that a company has personality that is distinct from that of its shareholders. This rule was laid down by the House of Lords in Salomon v. Salomon & Co1, in which it was held that even if one individual held almost all the shares and debentures in a company, and if the remaining shares were held on trust for him, the company is not to be regarded as a mere shadow of that individual.Lord MacNaughten stated2: â€Å"The company is at law a different person altogether from the subscribers to the Memorandum and, although it may be that after incorporation the business is precisely the same as it was before, and the same persons are managers, and the 1 [1897] A. C. 22 2 Ibid, at p. 51 2 same hands receive the profits, the company is not in law the agent of the subscribers or the trustee for them. Nor are subscribers as members liable, in any shape or form, except to the extent and in the manner provided by theAct3. † The rule in Salomon lies at the heart of corporate personality, and is the principal difference between companies and partnerships. However, there are situations in which the courts look beyond that personality to the members or directors of the company: in doing so they are said to lift or pierce the corpor ate veil. There is no single basis on which the veil may be lifted, rather the cases fall into several loose categories, which are examined below. STATUTORY EXCEPTIONS 3.There are certain statutory exceptions to the rule in Salomon which involve a director being made liable for debts of the company because of breach of the companies or insolvency legislation. Eg: (a) Failure to obtain a trading certificate 4. Where a public company fails to obtain a trading certificate in addition to its certificate of incorporation before trading, the directors will be liable to the other parties in any transactions entered into by the company to indemnify them against any loss or damage suffered as a result of the company’s failure to comply with its obligations.This provision Companies Act 1985, s. 117(8) has been retained in the 2006 Act. See CA2006 s767(3). (b) Failure to use Company’s name 5. Section 349(4) of the CA 1985 provided that if an officer of a company or a person actin g on its behalf signs a bill of exchange, cheque or similar instrument on behalf of the company, in which the company’s name is not mentioned4, that person will be personally liable to the holder of the instrument in question for the amount of it (unless it is duly 3 i. e. Companies Act 1862 4 Thus contravening s. 349 (1)(c) of CA 1985 3 aid by the company). However, although CA2006 s. 84 imposes criminal penalties for failure to use the company name on relevant documents, there is currently no equivalent provision in the 2006 Act imposing such a personal liability. (c) Disqualified Directors 6. Under s. 15 of the Company Directors Disqualification Act 1986, if a person who has been disqualified from being a director of, or involved in the management of a company acts in contravention of his disqualification he will be liable for all those debts of the company which were incurred when he was so acting.The same applies to a person who knowingly acts on the instructions of a di squalified person or an undischarged bankrupt. (d) Just and Equitable Winding Up 7. Under s. 122(1)(g) of the Insolvency Act 1986 a petition may be presented to wind up a company on the grounds that it would be just and equitable to do so. This may involve lifting the veil of incorporation, for example to examine the basis on which the company was formed5. (e) Fraudulent Trading 8.Section 213 of the Insolvency Act 1986 deals with fraudulent trading. Under that section, if it appears to the court that â€Å"any business of the company has been carried on with intent to defraud creditors of the company or of any other person, or for any fraudulent purpose†, it may order that â€Å"any persons who were knowingly parties to the carrying on of the business in the manner above-mentioned are to be liable to make contributions (if any) to the company’s assets as the court thinks proper†. (f) Wrongful Trading 9.Section 214 of the Insolvency Act 1986 concerns wrongful tra ding, and enables the court to make a declaration, when a company has become gone into insolvent liquidation, that a former director is liable to make a contribution to the company’s assets. Such a declaration can be made where the director in question knew or ought to have concluded, 5 E. g. Ebrahimi v. Westbourne Galleries [1973] AC 360. 4 at some point before the commencement of the company’s liquidation, that there was no reasonable prospect that the company would avoid going into insolvent litigation. By s. 214(7), the provisions of s. 214 also apply to hadow directors. (g) Phoenix Companies 10. The Insolvency Act 1986 also allows the court to lift the corporate veil in cases of socalled â€Å"Phoenix Companies†, in which a new company is created with the same or a similar name to an insolvent company. S. 216 of the Act makes it an offence for anyone who was a director of the insolvent company during the 12 months before liquidation to be associated with a company with the same name as the insolvent company or a name so similar as to suggest an association6. S. 217 provides that where a person is involved in the management of a company in contravention of s. 16, or where he acts, or is willing to act, on instructions given by a person whom he knows to be in contravention of that section, he is himself jointly and severally liable with the company for all the relevant debts of that company. (h) Unfair Prejudice 11. The Courts’ powers under s. 459 of the 1985 Act (the provisions of which are duplicated in s. 994 of the 2006 Act) apply where â€Å"the company’s affairs are being or have been conducted in a manner which is unfairly prejudicial to the interests of its members generally or of some part of its members (including at least himself). The general proposition that the conduct of a parent company in control of a subsidiary can be relevant where a s. 459 petition is presented by shareholders of a subsidiary is unsurp rising7. It has also been held by the Court of Appeal8 that directors’ unfairly prejudicial conduct of a subsidiary may be actionable by shareholders of the parent under s. 459 if the parent and subsidiary have directors in common. (i) Third Party Costs Orders 6 Unless that person is given leave by the court so to act: s. 216 (3) 7 see Nicholas v Soundcraft [1993] BCLC 360 Citybranch Ltd v Rackind [2004] EWCA Civ 815 5 12. The court has jurisdiction to make a costs order against a party to the proceedings in favour of a non-party (including the directors or shareholders of a litigant company) by virtue of s. 51 Supreme Court Act 1981 and CPR 48. 2. This has recently been applied by the Court of Appeal in the case of Alan Phillips Associates Ltd v Terence Edward Dowling9. A contract was accepted by a company on headed paper almost identical to that of a business run by Mr Phillips prior to incorporation.Mr Phillips wrongly issued proceedings in his own name and the company was then substituted as Claimant. The company’s claim was dismissed and a third party costs order was made against Mr Phillips. 13. More typical circumstances for a third party costs order arose in Goodwood Recoveries Ltd v Breen10 which held that where a non-party director could be described as the â€Å"real party† seeking his own benefit and controlling and/or funding the litigation, then even where he had acted in good faith or without any impropriety justice might demand that he be liable in costs. 4. Similarly in CIBC Mellon Trust Co v Stolzenberg11 when the court held that there was no reason in principle why, if a shareholder (not being a director or other person duly authorised, appointed and legally obliged to act in the best interests of the company) funded, controlled and directed litigation by the company in order to promote or protect his own financial interest, the court should not make a costs order against him. COMMON LAW AND THE MERE FACADE TEST Engine o f Fraud 15.It has long been established that the Courts will not allow the Salomon principle to be used as an engine of fraud, or to avoid pre existing legal obligations. Probably the bestknown example of this rule is Gilford Motor Company Ltd v. Horne12, in which the Defendant had been managing director of a the Claimant company, and had entered into a 9 [2007] EWCA Civ 64 10 [2005] EWCA Civ 414 11 [2005] EWCA Civ 628 12 [1933] Ch. 935 6 covenant not to solicit customers from his employers when he ceased to be employed by them.On leaving the company’s employment, Horne formed a company to carry on a competing business, the shares in which were held by his wife and a friend, and he thereby solicited the Claimant’s customers. The Court of Appeal held that this company was a mere facade or sham to cloak his breach, and granted an injunction to enforce the covenant against both Horne and the company. 16. Similarly, in Jones v. Lipman13 the Defendant had entered into a con tract to sell property, but then sought to avoid the sale by transferring the property to a company which he controlled.Russell J held that specific performance could be ordered against the company, which he described as â€Å"the creature of the First Defendant, a device and a sham, a mask which he holds before his face in an attempt to avoid recognition by the eye of equity†14. 17. A recent example of the application of the principle is Kensington International Ltd v Congo15. The Claimant had obtained various judgments against the Republic of Congo which it sought to enforce by way of third party debt order against money payable to a company called â€Å"Sphynx† who had sold a cargo of oil.Sphynx had bought the oil from Africa Oil. Africa Oil had bought the oil from the Congolese state owned oil company (â€Å"SNPC†). Sphynx and Africa Oil were both controlled by the president and director general of SNPC. The court held that the various transactions and compa ny structures were a sham or facade and had no legal substance, and were set up with a view to defeating existing claims of creditors against the Congo. SNPC and Sphynx were simply part of the Congolese state and had no existence separate from the state.It was not necessary for there to be a divestment of assets at an undervalue to justify the court piercing the corporate veil in relation to the particular transactions. 13 [1962] 1 WLR 832 14 ibid, p. 836 15 [2005] EWHC 2684 (Comm) 7 18. It should be noted that the mere fact that there is fraudulent activity does not necessarily justify the piercing of the corporate veil. In Dadourian Group v Simms16 individuals who had fraudulently misrepresented that one of them was a mere intermediary when in fact he was a co-owner and ontroller of a contracting company was liable for deceit but the veil was not lifted so the individuals were not found liable for the company’s breach of contract to buy equipment. In this case there was no conspiracy to injure the Claimant and there had been a genuine intention that the company would buy the equipment. The now defunct â€Å"Interests of Justice Test† 19. In Creasey v. Breachwood Motors Ltd17 the facts were slightly different from those of Gilford v. Horne and Jones v. Lipman.Creasey had been the manager of a garage owned by Breachwood Welwyn Ltd (â€Å"Welwyn†), but was dismissed from his post and intended to sue for wrongful dismissal. In anticipation of his claim, and wanting to avoid having to pay him damages, the proprietors of Welwyn formed another company, named Breachwood Motors Ltd (â€Å"Motors†), and transferred the entire business of the old company to it. Creasey obtained judgment in default against Welwyn, which was then struck off of the register of companies. Creasey obtained an order substituting Motors as defendants, against which Motors appealed. Richard Southwell Q.C. , sitting as a judge of the Queen’s Bench Division, he ld that Motors could be substituted as defendants, and that the veil could be lifted because Welwyn’s assets had been deliberately transferred to Motors in full knowledge of Creasey’s claim18. Richard Southwell Q. C. specifically decided that it was right to allow the veil to be lifted as regards Motors, rather than force Creasey to apply to have Welwyn restored to the register and apply for an order that its assets be restored to it under s. 423 of the Insolvency Act 1986 (an alternative which the judge described as a â€Å"procedural minefield†). 0. In Ord & Anor v. Belhaven Pubs Ltd19 the Court of Appeal has however decided that the decision in Creasey was wrong. In Ord the defendant company had made various 16 [2006] EWHC 2973 (Ch) 17 [1992] BCC 638 18 Ibid, p. 648 B 19 [1998] BCC 607 8 misrepresentations to the claimant. By the time these came to light, the company had all but ceased trading, and had negligible assets. The claimant sought to substitute the defendant company’s holding company, and the judge at first instance followed Creasey and allowed the substitution.The Court of Appeal decided that this was incorrect, as the original company had not been a mere facade for the holding company, nor vice versa. Unlike the new company in Creasey, neither company had not been created as a sham to avoid some liability, there had been no element of asset stripping and so the veil should not be lifted. Hobhouse LJ, giving the judgment of the court, stated: â€Å"There may have been elements in that case [i. e. Creasey] of asset stripping. I do not so read the report of [Richard Southwell QC’s] judgment†¦ But it seems to me to be inescapable that the case in Creasey v.Breachwood as it appears to the court cannot be sustained. It represents a wrong adoption of the principle of piercing the corporate veil and an issue of the power granted by the rules to substitute one party for the other following death or succession. The refore in my judgment the case of Creasey v. Breachwood should no longer be treated as authoritative. †20 The Current State of the Law 21. The courts are now increasingly reluctant to lift the veil in the absence of a sham. In particular, it is clear that the veil will not be lifted simply because it would be in the interests of justice.In Adams v. Cape Industries plc21 the Court of Appeal was unequivocal on this point. Slade LJ said22: â€Å"Save in cases which turn on the wording of particular statutes or contracts, the court is not free to disregard the principle of Salomon v. Salomon & Co Ltd [1897] AC 22 merely because it considers that justice so requires. Our law, for better or worse, recognises the creation of subsidiary companies, which though in one sense the creatures of their parent companies, will nevertheless under the 20 Ibid, p. 616 B 1 [1990] Ch 433 9 general law fall to be treated as separate entities with all the rights and liabilities which would normally attach to separate legal entities. † 22. That the courts are now less willing to lift the corporate veil than was once the case is also indicated by the judgment of the House of Lords in Williams v. Natural Life Health Foods Ltd23. The defendant company was effectively run by one man, a Mr Mistlin, and had given negligent advice to the claimant regarding the profitability of a franchise.On the company being wound up the claimant joined Mr Mistlin as a defendant on the basis that he had assumed personal responsibility. The House of Lords unanimously rejected the Court of Appeal’s finding that Mr Mistlin had assumed responsibility to the Claimant, holding that in order for a director to be personally liable for negligent advice given by the company, it had to be shown both that the director had assumed personal responsibility for that advice and that the claimant had reasonably relied on that assumption of responsibility.As there had been no personal dealings between Mr M istlin and the claimant, these tests were not met, and the corporate veil should remain intact24. 23. A court will also be justified in disregarding a company’s personality so as to prevent the corporate form being used as a medium through which to lawfully carry out an activity which would otherwise be a wrongdoing. In Trustor AB v.Smallbone25 the defendant Smallbone had effected the payment of considerable sums of money from Trustor AB, a company of which he was managing director, to a company called Introcom, which he controlled. Sir Andrew Morritt V-C found that Introcom was simply a vehicle for receiving the money, and that the payments were made in breach of Smallbone’s duty to Trustor. Summary judgment was ordered against Smallbone and Introcom. 24. What then is the law following the decisions in Ord and Williams?Neither case, of course, involved findings that the relevant company had been a facade. Ord should not be 22 Ibid p. 536. 23 [1998] 2 All ER 577 24 The Court of Appeal has held that the principles identified by the House of Lords in Williams are equally applicable to torts other than negligence, although this decision has been criticised: see Standard Chartered Bank v. Pakistan National Shipping Corp. (No 2) [2000] 1 Lloyd’s Rep 218 25 [2001] 1 WLR 1177 10 thought to prevent the veil being lifted in cases where there is a sham or facade.Subsequent authorities, as well as the House of Lords decisions prior to Ord26, show that the law is still that the courts will be willing to lift the veil in cases where there is a sham and that principle is still at the heart of the test to be applied. AGENCY AND GROUPS 25. Although Salomon made it clear that a company is not automatically the agent of its shareholders, in exceptional cases such a relationship can exist, and it will be a question of fact whether there is a relationship of agency in any particular case, so that it is appropriate to pierce the veil.Questions of agency most o ften arise in the context of associated or group companies, and so the two areas are here considered together. Statute 26. Companies Act 1985 ss. 227-231 (and CA 2006 s. 399 et seq) provide that groups of companies must prepare group accounts, which must comprise consolidated balance sheets and profit and loss accounts for the parent company and its subsidiary undertakings.The aim of the accounts is to give a true and fair picture of the state of the undertakings included in the consolidation as a whole, which are treated for the purposes of the accounts as an economic unit. The process naturally requires that the corporate veil be lifted in order to identify which companies form the group. The courts are also sometimes willing to treat a group of companies as a unit for other purposes, and have tended to justify the decision to pierce the veil by analogy with the legislation, or by finding that one group company was the agent of another.Case Law 27. The development of the courtsâ⠂¬â„¢ attitude to agency in a company context has tended not to produce clear rules, perhaps until recently, and so the historical case law is summarised below. The principles leading to a finding of agency were considered by Atkinson J in 26 E. g. Woolfson v. Strathclyde Regional Council [1978] SLT 159, in which Lord Keith of Kinkel stated that it was appropriate to lift the veil â€Å"only where the special circumstances exist indicating that [the company] is a mere facade concealing the true facts†. 1 Smith, Stone & Knight Ltd v. Birmingham Corporation27, in the context of whether a subsidiary company was the agent of its holding company. That was a case where agency was established and the veil lifted – the parent company had full and exclusive access to the subsidiary’s books, the subsidiary had no employees other than a manager, it occupied the parent’s premises for no consideration and the only evidence of its purportedly independent existence was its name on the stationery.Atkinson J said that the question of whether a company was carrying on its own business or its parent’s was a question of fact, and identified six questions which he considered determinative: (i) Were the profits of the subsidiary those of the parent company? (ii) Were the persons conducting the business of the subsidiary appointed by the parent company? (iii) Was the parent company the â€Å"head and brains† of the venture? (iv) Did the parent company govern the venture? v) Were the profits made by the subsidiary company made by the skill and direction of the parent company? (vi) Was the parent company in effective and constant control of the subsidiary? These questions, while still relevant, can no longer be viewed as a complete statement of the law. As will be discussed below, the trend of the authorities has been away from findings of agency unless particular circumstances dictate that such a finding should be made. 28. It is relevant to consider the purpose for which the relevant company structure was created. In Re F. G. Films) Ltd28 an American holding company set up a British subsidiary to produce a film, in order that it might be classified as a British film. The Board of Trade refused to register it as such, and the matter came to court. It was held that the British company’s participation in the making of the film was so small as to be practically negligible, and that it had been brought into existence for the sole purpose of being put forward as having made the film, and for thus enabling it to qualify as a British film, and that therefore there was a relationship of agency. 2 29. In Littlewoods Mail Order Stores Ltd v. McGregor29 Lord Denning warned that the Salomon doctrine had to be carefully watched, and said that Parliament had shown the way as regards the scrutiny of groups of companies, and that the courts should follow suit. 30. An influential case in this area was DHN Food Distributors Ltd v. Tower Hamlets London Borough Council30, which concerned compulsory purchase: one company in the group owned the freehold of premises, from which another group company traded and which it occupied as bare licensee.The Court of Appeal stressed the significance of the existence of a â€Å"single economic unit† and recognised the group as a single entity, allowing it to recover compensation, but the exact reasons behind the decision are unclear, as the members of the court were each apparently influenced by different factors. Lord Denning MR noted that the subsidiaries were wholly owned, Shaw LJ pointed out that the companies had common directors, shareholdings and interests, and Goff LJ referred to ownership and the fact that the companies had no business operations outside the group.Goff LJ also stated that not all groups would be treated in this way, and there have been cases since DHN Food Distributors in which wholly owned subsidiaries have not been identified as a unit wit h their holding companies31. 31. To further confuse the position, DHN Food Distributors was not followed by the House of Lords in the Scottish appeal of Woolfson v. Strathclyde Regional Council32, and also runs counter to many decisions of courts in Australia and New Zealand. In Industrial Equity Ltd v.Blackburn33 the High Court of Australia said that the group accounts legislation did not operate to deny the separate legal personality of the company. In Re Securitibank Ltd (No. 2)34 the New Zealand Court of Appeal considered the decision in Littlewoods Mail Order Stores and thought that the approach in that case was the wrong way around– the court considered that the Salomon principal should be the starting point 13 for any examination of a group of companies, and any departure from it should be considered carefully.In the New South Wales case of Pioneer Concrete Services v. Yelnah Pty Ltd35 Young J considered the authorities and held that the veil should only be lifted wher e there was in law or in fact a partnership between the companies, or where there was a sham or facade36. 32. The English position was again considered by the Court of Appeal in Adams v. Cape Industries plc37, in which the Claimants with default judgments obtained in Texas against a company sought to enforce those judgments against an its ultimate holding company in the United Kingdom.The Court of Appeal held that although a parent company exercised supervision and control over its subsidiary in a foreign country, the parent company was not present in that country, and did not submit to that jurisdiction, by a subsidiary which did business in its own right. In the passage quoted above, Slade LJ stated that the Salomon principle will not be disregarded simply because justice so requires, and that subsidiary companies should be considered as individuals unless special circumstances dictated otherwise.Members of a corporate group were perfectly entitled to use the corporate structure e ven if the consequence was that only lowly capitalised subsidiaries were exposed to potentially harmful asbestos claims. 33. It is suggested, therefore, that the present position is that the courts are likely to be unwilling to lift the veil as against groups of companies in the absence of some agreement of agency, and that Littlewoods Mail Order Stores and DHN Food Distributors cannot any longer be considered authoritative. CONCLUSIONS â€Å"Genuine Ultimate Purpose†- An alternative test? 4. Some shams or facades may be obvious, but many others will not. The courts are reluctant to provide precise guidelines so as to define what constitutes a sham preferring the flexibility of a case by case approach. Useful tests to be employed when trying to identify a sham are: * Are the relevant entities in common ownership? * Are the relevant entities in common control? * Was the company structure was put in place before or after a particular liability (or serious risk) arose, and if th e latter then to what extent was he liability or risk a motivating factor for those who set up the structure? * Was the company structure put in place in an attempt to allow an activity which would be unlawful if carried out personally? 35. It has been suggested by some commentators38 that a â€Å"genuine ultimate purpose† test should replace the traditional established sham or facade test. However, this novel approach may throw up as many problems as the traditional test.Further, it seems to strike at the heart of the concept of the limited liability company since a primary (and often sole) purpose of incorporation is to reduce personal exposure to trade creditors, a motive that has been held to be acceptable since the concept of the limited company first became part of the legislative framework. Parliament, when passing the Companies Act 2006, had ample opportunity to conduct a wholesale revision of this principle but deliberately left the topic well alone. There currently appears to be little judicial enthusiasm for such revision either. DOV OHRENSTEIN RADCLIFFE CHAMBERS LINCOLN’S INN