Company Officers and Attribution of Knowledge

9 Pages Posted: 9 Jan 2007

See all articles by Luh Luh Lan

Luh Luh Lan

National University of Singapore (NUS) - Faculty of Law; National University of Singapore - Department of Strategy & Policy; European Corporate Governance Institute (ECGI)

Abstract

Knowledge of officers, employees and agents of a company can be attributed to the company in one of two ways: under the "directing mind and will" approach or under the general law of agency. Under the "directing mind and will" approach, the argument is that since the company is an artificial person, the knowledge of those who manage and control it must be treated as knowledge of the company: and those who "constitute the directing mind and will of the company" are the company for this purpose. This doctrine, sometimes known as the "organic theory" or the "alter ego" doctrine,5 has its origins in the speech of Viscount Haldane LC in Lennards Carrying Co Ltd v Asiatic Petroleum Co Ltd where he said: a corporation is an abstraction. It has no mind of its own any more than it has a body of its own; its active and directing will must consequently be sought in the person of somebody who for some purposes may be called an agent, but who is really the directing mind and will of the corporation, the very ego and centre of the personality of the corporation.

Suggested Citation

Lan, Luh Luh, Company Officers and Attribution of Knowledge. Singapore Journal of Legal Studies, pp. 417-425, 1994, Available at SSRN: https://ssrn.com/abstract=955612

Luh Luh Lan (Contact Author)

National University of Singapore (NUS) - Faculty of Law ( email )

469G Bukit Timah Road
Eu Tong Sen Building
Singapore, 259776
Singapore

National University of Singapore - Department of Strategy & Policy ( email )

15 Kent Ridge Drive, Singapore
Singapore 119245
Singapore

European Corporate Governance Institute (ECGI) ( email )

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1000 Brussels
Belgium

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