Open AccessThe ‘one man company’ after Patel v Mirza: attribution and illegality in Singularis Holdings v Daiwa Capital Markets
Author(s) -
James C. Fisher
Publication year - 2020
Publication title -
northern ireland legal quarterly
Language(s) - English
Resource type - Journals
eISSN - 2514-4936
pISSN - 0029-3105
DOI - 10.53386/nilq.v71i3.891
Subject(s) - supreme court , context (archaeology) , attribution , doctrine , law , corporation , expansive , capital (architecture) , business judgment rule , capital market , law and economics , corporate law , sociology , economics , political science , corporate governance , management , psychology , finance , social psychology , paleontology , history , compressive strength , materials science , archaeology , composite material , biology
This note discusses the UK Supreme Court’s decision in Singularis Holdings v Daiwa Capital Markets in the context of other recent decisions on corporate attribution and the illegality principle in English law. It particularly considers Daiwa’s implications for the relationship between the illegality doctrine and other legal principles in the wake of Patel v Mirza. The court employed a context-sensitive, teleological approach to attribution, one consequence of which was the conclusive consignment of the House of Lords’ decision in Stone & Rolls Ltd v Moore Stephens to irrelevance. It nonetheless privileges orthodox, pre-Patelian authority in the disposal of the case. The court’s approach suggests that Patel is perceived as the high-water mark for expansive, policy-sensitive understanding of the illegality principle, and that its disruptive potential is likely to be carefully constrained in future decisions of the Supreme Court.