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CHAPTER 5
THEORY OF THE CORPORATION AND CORPORATE GROUPS
5.1 Introduction
5.2 Corporate Personality
5.2.1 Separate Legal Entities
5.2.2 Differences Between Limited Liability and Separate Legal
Entity
5.2.3 Lifting of Corporate Veil in Relation to Creditors’
Protection
5.2.3.1 Court’s Approach to Lifting of Corporate Veil In Relation
To Directors’ Duties
5.2.3.2 Statutory Duty of Directors in Relation to Groups of
Companies
5.2.3.2.1 Common Abuses in Groups of Companies
5.2.3.2.2 Duty of Directors of Wholly Owned Subsidiaries
5.2.3.2.3 Duty of Directors of Subsidiary not Wholly Owned
5.2.3.3 Lifting of the Corporate Veil in Groups of Companies
5.2.3.3.1 New Zealand Approach
5.2.3.3.1.1 Contribution and Pooling Orders
5.2.3.3.1.1.1 Just and Equitable
5.2.3.3.2 Australian Approach
5.2.3.3.2.1 Liability of a Holding Company for Insolvent Trading by a
Subsidiary
5.2.3.3.2.2 Defences
5.2.3.3.3 Common Law Approach
5.2.3.3.4 Malaysian Approach 110
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