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Lim: A Critique of Corporate Attribution



Ernest Lim (University of Hong Kong – Faculty of Law) has posted “A Critique of Corporate Attribution: ‘Directing Mind and Will’ and Corporate Objectives”, [2013] Journal of Business Law 333.

The abstract is as follows:

The directing mind and will test for corporate attribution was applied in a recent and complex House of Lords decision in Stone & Rolls which involved ex turpi causa. A fundamental problem of that test – the wrongdoing of the directing mind and will is to be automatically attributed to the company without any intervening premises – arose from that decision. This problem was replicated in subsequent cases. This article examines that problem, and through the lens of corporate objectives, critiques the (policy) argument – the absence of “innocent participators” – that ostensibly supports such attribution.

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