February 2013 | Article

The Controlling Mind in Company Law: An Examination of Corporate Identity and the Corporate Veil

Business Beat Newsletter, Ontario Bar Association

Amid the gains garnered by commerce through the invention of legal personalities wise institutions have striven to provide checks and balances to the self-interested exercise of power. In the evolution of our commercial law, a recurring and unifying theme is that power begets responsibility. The theory of the “Controlling Mind” posits that many of the qualifications, exceptions, exclusions and restrictions that have been carved into the application of long-established legal doctrines can be explained as the application of sober second thought in the interest of promoting commercial morality. They have evolved predictably and will continue to arise as necessity dictates when useful constructs are enlisted for the wrong reasons.

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