Corporate Attribution and the Lessons of Meridian

PS Davies & J Pila (eds), The Jurisprudence of Lord Hoffmann: A Festschrift for Leonard H. Hoffmann (Oxford: Hart Publishing, 2015, Forthcoming)

Oxford Legal Studies Research Paper No. 17/2015

31 Pages Posted: 4 Jun 2014 Last revised: 20 Apr 2020

See all articles by Jennifer Payne

Jennifer Payne

University of Oxford - Faculty of Law

Date Written: June 2, 2014

Abstract

Lord Hoffmann’s judgment in Meridian Global Funds Management Asia Ltd v Securities Commission [1995] 2 AC 500 established clear and coherent principles regarding the complex topic of corporate attribution. In particular this case deals with the issue of attribution in the “exceptional” cases where the usual bases of attribution are not available. In Meridian Lord Hoffmann developed special rules of attribution to deal with this scenario, but his judgment is also important for his recognition of the dangers of the anthropomorphic approach to company attribution, and for emphasising the need for a more context-driven approach. This paper explores the value of the decision in Meridian and considers whether the lessons provided by Lord Hoffmann have been learned. The paper considers two uses made of corporate attribution, namely, first, to impose liability on a company, as in Meridian itself and, second, to attempt to defend against a claim brought by the company via the ex turpi causa maxim. This latter use of attribution has come to the fore in recent years following the House of Lords’ decision in Stone & Rolls Ltd v Moore Stephens [2009] 1 AC 1391, and it is on this latter use of attribution that the second part of this paper focuses. Some confusion has crept into the analysis of the courts in the application of the ex turpi causa maxim in this context and it is argued here that a return to the principles in Meridian can help to provide some clarity to the situation.

Keywords: Corporate attribution, Lord Hoffmann, ex turpi causa, Stone & Rolls Ltd

JEL Classification: K22

Suggested Citation

Payne, Jennifer, Corporate Attribution and the Lessons of Meridian (June 2, 2014). PS Davies & J Pila (eds), The Jurisprudence of Lord Hoffmann: A Festschrift for Leonard H. Hoffmann (Oxford: Hart Publishing, 2015, Forthcoming), Oxford Legal Studies Research Paper No. 17/2015, Available at SSRN: https://ssrn.com/abstract=2444732

Jennifer Payne (Contact Author)

University of Oxford - Faculty of Law ( email )

Oxford
United Kingdom

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