Paris in the 1920’s †“The Lost Generation” Essay

Paris in the 1920’s – â€Å"The Lost Generation† Between the end of the First World War and Hitlers seizure of power a cultural explosion occurred in Paris that altered our notions of art and reality and shaped our way of viewing the world ever since. In the 1920s, Paris became the undisputed international capital of pleasure and was regarded as the cultural and artistic center of Europe with a reputation for staging one of its most glamorous eras, as well as some of the most spectacular revues in the world. Imagine for a moment, that it really is 1920s Paris. You are leisurely strolling through the gas lit promenades. World War I is over and the exuberance of jazz musicians, symbolist painters, and American expatriates†¦show more content†¦By the end of the decade, statistics revealed that there were as many as thirty thousand artists in Paris alone. The â€Å"Lost Generation† is essentially a term that is used to describe the young adults of the 1920’s who were changing with the times and rebelling against what America had become after the war. They populated areas like Paris and London where they expected to find literary freedom and a cosmopolitan way of life. The â€Å"Lost Generation of American writers and poets left America, seeking refuge from the broken culture and devastation that had come from the war, and ended up in Paris, a city that had a thriving art culture where they could write freely and lavish in the Bohemian lifestyle without rules. They drank, traveled, had love affairs, and wrote. They were influenced by the paintings of artists like Dada and Picasso and collected their works, as well as socialized with them. They critiqued each other’s writing and often met in bookstores, cafà ©s, and bars to talk about their works and life in general. They had mostly upper-middle-class upbringi ngs and were sustained in hard times by their parents fortunes. They chose to come to Paris to seek artistic fulfillment and ended up writing what is possibly considered some of the best fiction of the 20th century. It was the time when writers, painters, musicians, and composers went to Paris to work andShow MoreRelated Parallels Between The Sun Also Rises by Hemingway and The Great Gatsby by Fitzgerald 1064 Words   |  5 PagesParallels Between The Sun Also Rises by Hemingway and The Great Gatsby by Fitzgerald  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚     Ã‚  Ã‚  Ã‚  Ã‚   During the decade of the 1920s, America was going through many changes, evolving from the Victorian Period to the Jazz Age. Changing with the times, the young adults of the 1920s were considered the Lost Generation. The Great War was over in 1918. Men who returned from the war had the scars of war imprinted in their minds. The eighteenth amendment was ratified in 1919 which prohibitedRead MoreThe Sun Also Rises By Ernest Hemingway1649 Words   |  7 PagesThe Sun Also Rises Ernest Hemingway Introduction Ernest Hemingway’s The Sun Also Rises is a classic work of American prose, and is essential to understanding the social climate of the 1920’s, and the â€Å"Lost Generation†. Hemingway’s motley cast of star-crossed lovers, rabble-rousers, expatriates, gamblers, and burgeoning alcoholics reflect the excitement, loneliness, and disillusionment experienced by Hemingway and his contemporaries. In addition, the post-war angst of young people of the time isRead MoreThe Counter Culture of the 1920s Essay1493 Words   |  6 PagesThe counter culture of the 1920’s has affected the way the American lifestyle is today. Counter culture is a culture that primarily consists of younger people, with values and lifestyles opposing those of the original established culture. (Dictionary.com) A need for change. The 1920’s are also known as the â€Å"Jazz Age,† which was coined by F. Scott Fitzgerald, and the â€Å"Roaring Twenties.† It was a d ecade of change. (Hakim, 41) The counterculture of the 1920’s resulted from the Age of Jazz, FlappersRead MoreThe Story Of The Lost Generation1661 Words   |  7 Pages Brodie Wiener PIB LA 10 Period 3 Hensley 3 April 2015 The Story of the Lost Generation Living an spontaneous, carefree life like the characters in The Sun Also Rises do sounds like fun but it isn t what it seems. Ernest Hemingway writes a piece of literature that when looked upon through a new historicist critical perspective exposes the underlying truth and an uglier reality that is normally suppressed presents itself. New historicist criticism in a nutshell is arguing that the literature isRead MoreTaking a Look at the Jazz Age1600 Words   |  6 Pages â€Å" People became less conservative and wanted more to just have a good time.†(The Roaring 20s: The Jazz Age - History For Dummies) After the end of the war, Americans were more relaxed and wanted to live freely. This is evident through many new ideas and feeling among the citizens of the U.S. One of these new ideas was bootlegging, which led to the formation of speakeasies. Prohibition began in 1920, which banned the manufacture, transportation and sale of intoxicating liquors. Speakeasy is anRead MoreErn est Hemingway s The Sun942 Words   |  4 Pagessparked his love for writing. He wrote for the school paper The Trapeze, as well as the yearbook, The Tabula. His style of writing seemed to imitate that of a sports writer (Wikipedia 2). Hemingway’s writing was often inspired by the post World War 1 Generation. As a young man, he responded to a recruitment effort to help the war in Kansas City. He then became an ambulance driver in Italy. His military experiences took part in forming his writing as a whole. One event that traumatized Hemingway was theRead MoreThe Sun Also Rises By Earnest Hemingway1193 Words   |  5 PagesHemingway, there are two main settings: France and Spain. The novel begins in Paris, France with the narrator and protagonist, Jake Barnes lives and immerses himself in his journalism. Paris is known to be a place of great beauty, and was a common place for many writers to reside in the 1920’s. This initial setting of Paris served to contrast the excitement and beauty yet corruption and uneasiness that is the enigma of Paris. This is where Jake lives, he frequents bars and parallels his author HemingwayRead MoreAmerican Writer F. Scott Fitzgerald Essay1730 Words   |  7 PagesSide of Paradise (1920). It was perfect literary timing. After flunking out of Princeton and joining the army, Fitzgerald began writing his first novel, ‘This Side of Paradise’, for fear that he would be killed in the Great War for which he was never deployed. He struggled to produce anything anybody was interested in publishing; however, while stationed outside of Montgomery, Alabama, Fitzgerald fell in love with Zelda Sayre, the daughter of a state supreme court judge. Fitzgerald s financial situationRead MoreAnalysis Of The Lost Generation1411 Words   |  6 Pagesâ€Å"You are all a lost generation†, said Gertrude Stein to Ernest Hemingway in a casual conversation in Paris. The phrase then came to characterize an entire post-war generation of the 1920’s which sets the premise of Hemingway’s iconic novel, The Sun Also Rises. After World War I, society quickly began questioning their traditional ideas of justice, faith and morality. The men and women affected by the aftermath of the war became physically, psychologically, and morally lost. This group of people wasRead More Lost Generation in Hemingways The Sun Also Rises Essay example1515 Words   |  7 PagesLost Generation in Hemingways The Sun Also Rises      Ã‚   In the words of Herbert Hoover, Older men declare war. But it is youth that must fight and die. And it is youth who must inherit the tribulation, the sorrow and the triumphs that are the aftermath. War disfigures and tears away precious lives. Its horrors embed themselves like an infectious disease in the minds of the survivors, who, when left to salvage the pieces of their former existences, are brushed into obscurity by the individuals

Gay Marriage and Other Issues Surrounding the LGBT...

When it comes to dealing with gay marriage and the issues surrounding gay rights, there is one question on everyone’s mind, â€Å"Can we outlaw hate?† Elton John once said, â€Å"There is nothing wrong with going to bed with someone of your own sex. People should be very free with sex, they should draw the line at goats.† This quote shows the minority opinion when dealing with homosexuality or homosexual marriage. To better understand the reason for such prejudice against the lesbian, gay, bisexual, transgender (LGBT) community, we must first explore the history that surrounds it. Until the late nineteenth century, there were no labels for homosexuals or heterosexuals—we were all merely people. Around the 1860s, however, the government†¦show more content†¦In 1953, to Hay’s dismay, President Eisenhower claimed that, â€Å"homosexuality became, by executive order, a necessary and sufficient reason in itself to fire any federal employe e from his or her job.† The United States Postal Service (USPS) began tracing suspected homosexuals’ mail to gather evidence that would lead to their arrest. Times were rough for the LGBT community. Seven years later, people began to rebel. In the ten years between 1960 and 1970, many American organizations such as the American Civil Liberties Union, and the Lutheran Church publicly announced their opposition to anti-homosexuality laws. In 1968, a â€Å"Homosexual Bill of Rights† was adopted which stated: â€Å"1. Private consensual sex between persons over the age of consent shall not be an offense. 2. Solicitation for any sexual acts shall not be an offense except upon the filing of a complaint by the aggrieved party, not a police officer or agent. 3. A person’s sexual orientation or practice shall not be a factor in the granting or renewing of federal security clearances or visas, or in the granting of citizenship. 4. Service in and discharge fro m the Armed Forces and eligibility for veteran’s benefits shall be without reference to homosexuality. 5. A person’s sexual orientation or practice shall not affect his eligibility for employment withShow MoreRelatedMental Health And The Lgbt Community1665 Words   |  7 Pagesmany studies on mental health in the LGBT community. With more people being open about their sexual orientation, the LGBT community has become a bigger target for those individuals who create difference between groups to justify discrimination of a particular group. The discrimination towards the LGBT community has caused problems for individuals in the community, mental health being among the biggest problem. Studies have shown that the discrimination of LGBT individuals can affect mental healthRead MoreLgbt Orientation And The Lgbt Community1597 Words   |  7 Pages The numerous controversial issues surrounding gays and lesbians, including same-sex marriage, adoptions, and school gay-straight alliances, have brought sexual orientation and homophobia to the front of American social conscience. Although gays and lesbians seem to be more visible in the United States and media images of gays and lesbians have become familiar, violence against gays and lesbians continues to rise and anti-gay measures are common in the political arena. However the question that AmericansRead MoreGay Community Rights and Respinsiblities Essay1392 Words   |  6 Pageshomosexuality have formed a varying timeline. The LGBT community’s rights and responsibilities must match those of society in general. Throughout the last 50 years the rights deserved by those who are lesbian, gay, bisexual, and transgender has been debated. Debates have included topics such as same sex marriage, housing security, and job security. The LGBT community needs laws protecting it from hate crimes. There have been multiple incidents LGBT individuals have been beaten, raped, and even murderedRead MoreHate Crimes In The Lgbt Community1580 Words   |  7 Pagesare openly a part of the lesbian, gay, bisexual, transgender community; that is roughly equivalent to the entire population of New Jersey. The LGBT community stands for and places their beliefs in equality, individuality, and pride. Despite their efforts, they are still faced with degrading discrimination and cruel hatred. Today, fourteen percent of all hate crimes are directed towards to LGBT community. (fbi.gov) The number of hate crimes towards the community is quickly increasing and evolvingRead MoreWe Must Become More Accepting of the LGBT Community Essay1153 Words   |  5 Pagesblushing red above the LGBT community, harassment a constant and inequality beginning as an adjustment. Without an alarm the LGBT community is continually awakened with news stori es of children, brothers, and friends betrayed by their neighbors and their mothers due to their sexuality. Through the depths of era and age the community has entered a movement of desired acceptance and equal rights. In Oklahoma and other states, people are not so tolerant towards the community with personal beliefs moreRead MoreCivil Rights And Freedom Of Speech1569 Words   |  7 Pagesproviding equal access to health care, education, culture, etc. among others. These are important because they ensure that every citizen receives equal treatment, regardless of who they are. Civil liberties on the other hand, are rights that need protection from the government. Examples of civil liberties include freedom of speech, press, and assembly, the right to vote, and the right to equality in public places, along with others. They are important because they guard the rights and freedom of citizensRead MoreThe Rights Code Of The United States1355 Words   |  6 Pagesincreasing its accepta nce of the LGBT+ community. LGBT stands for Lesbian, Gay, Bisexual, and Transgender, with the plus extending to those who are intersex and anyone who does not identify as straight (having sexual and/or romantic attraction to another gender) or cisgender (having one’s gender identity match the one in which they were assigned at birth), the two â€Å"norms† of our society. The country’s first strides in equality came in the arrest of Everett Klippert, a gay mechanic in the Northwest TerritoriesRead MoreBeing Appreciated And Being Welcomed By People1303 Words   |  6 Pagestrying to prevent the â€Å"spread of homosexuality†. And not enough people let them love the people whom they love. It shouldn’t be up to everyone to decide who you love or why you love them. To start things off, the main reason why the LGBT+ community (Lesbians, Gays, Bisexuals, Transgenders, etc) isn’t accepted by the majority of the population is because of religious beliefs. Religious people believe that a man should only be able to love a woman and a woman should only be able to love a man. ThisRead MoreThe Issue Of Same Sex Marriage1711 Words   |  7 Pagesyear. Same-sex marriage is a debatable topic that attracts many responses from those supporting and those opposing the issue. People who dispute gay marriage believe it is morally wrong, while gay rights activists believe that all marriages be treated equally. This dispute is put into several different lights including morals, family values and religion; and those of equality, constitutionality. Section 1: The first major law that affected same-sex marriage was the Defense of Marriage Act (DOMA).Read MoreThe Legalization Of Same Sex Marriage930 Words   |  4 Pagessame-sex marriage all across the nation, after years of social, political, and cultural mobilizations of members of the lesbian, gay, bisexual, and transgender (LGBT) community and allies. However, this achievement is not an end it itself. Leaders of the marriage equality movement, as well as community members, ask: Now what? This proposed project attempts to provide an answer for this question by looking at the perceived impact of the legalization of same-sex marriage among Black LGBTs in relation

Midsummer Nights Dream And Demetrius Essay Example For Students

Midsummer Nights Dream And Demetrius Essay Midsummer Night`s Dream And DemetriusA Midsummer Nights Dream is one of Shakespeares most read plays thisromantic comedy illustrates how complicated love ties can be. Thesis: In thisplay one of the characters that catches the eye of the reader is Demetrius, hischaracter is really difficult to identify except by his relation to the one heloves, or even more, to the one who loves him. Helena the character in love withDemetrius and her unjustified pursue for his love is the only clue or mark forhis character. Under the undesirable pressure of this unwanted charm that shehas for his love, he turns violent and threatens her with bodily harm, comingoff as not quite the loving person he truly means to be. It is easy to perceivehow he is distracted from the one he loves Hermia because of Helenas hard headedactions in the beginning. He could be a gentle loving man if he truly desired,but he takes satisfaction being put in his place by others. In the end, stillunder the spell of fairy magic an d therefore not seeing with true eyes, he seemsa bit imbecilic launching at the acted lovers in the play. He doesntrealize it, but he is in a play of its own. Likewise, as with the othercharacters, what happens to him is far more interesting than the sort ofcharacter he is. His character is very limited during the first act, this meansthat he cant stand up for himself, also displays lack of self confidence,insecurity perhaps because of the presence of his father. The reader may impliesthat Demetrius thoughts were that because he had the approval of the duke Egeus,Hermia should give herself up to him and disapprove Lysander, the one she loves. Demetrius took advantage of his social stature by claiming Hermia as the one forhim, which truly portrays his instability. At the same time, this showed that heloves Hermia. It is know that he is supported by Egeus because of therelationship with Demetrius dad, hateful Lysander opposes saying that she loveshim and no other. Egeus decides that Demetrius is the one that deserves Hermiaat this point, his ego shows uplifted and looks down on to Lysander projectingan inferior state. During the love trial Demetrius demoralizes Helena by almostlaughing at her deep ridicule feelings she has for him: Ill run from thee andhide me in the breaks and leave thee to the mercy of wild beasts. (Demetrius,2.1. 234-235) Helena could crash on her bike and die on the very next moment andhe would not care about it. Thorough the whole play he takes advantage of anysituation that he thinks may benefit him everything like when Lysander wasmissing: I had rather give his luck to my hounds and if I could,what s hould I get there for says to Hermia, A privileged never to see more. Andfrom thy hated presence I see me no more, whether he be dead or no. (Hermia,3.2. 81-83). This awful conversation shows that he has a very demoralizingpersonality and disrespects Lysander he doesnt realize that at this pointHermia doesnt feel comfortable with any aspect of his personality shedislikes him and doesnt want to see him ever again, inadvertly he comesacross as the main reason why Lysander is missing, Hermia automatically thinksof him as the murderer of Lysander: It cannot be but thou hast murdered him. Soshould a murderer look, so dead so grim. (Hermia, 3.2. 58-59). During theseevents Helena still persists in gaining Demetrius love, instead he still lowersher, but this time he drowns her and she cannot surface again: You do impeachyour modesty too much to leave the city and commit yourself into the hands ofone that loves you not, to trust the opportunity of night and the ill counsel ofa desert place w ith the rich worth of your virginity. (Demetrius, 2.1.221-226). .u49a9ab2928c440cb1cfa8d5232a80548 , .u49a9ab2928c440cb1cfa8d5232a80548 .postImageUrl , .u49a9ab2928c440cb1cfa8d5232a80548 .centered-text-area { min-height: 80px; position: relative; } .u49a9ab2928c440cb1cfa8d5232a80548 , .u49a9ab2928c440cb1cfa8d5232a80548:hover , .u49a9ab2928c440cb1cfa8d5232a80548:visited , .u49a9ab2928c440cb1cfa8d5232a80548:active { border:0!important; } .u49a9ab2928c440cb1cfa8d5232a80548 .clearfix:after { content: ""; display: table; clear: both; } .u49a9ab2928c440cb1cfa8d5232a80548 { display: block; transition: background-color 250ms; webkit-transition: background-color 250ms; width: 100%; opacity: 1; transition: opacity 250ms; webkit-transition: opacity 250ms; background-color: #95A5A6; } .u49a9ab2928c440cb1cfa8d5232a80548:active , .u49a9ab2928c440cb1cfa8d5232a80548:hover { opacity: 1; transition: opacity 250ms; webkit-transition: opacity 250ms; background-color: #2C3E50; } .u49a9ab2928c440cb1cfa8d5232a80548 .centered-text-area { width: 100%; position: relative ; } .u49a9ab2928c440cb1cfa8d5232a80548 .ctaText { border-bottom: 0 solid #fff; color: #2980B9; font-size: 16px; font-weight: bold; margin: 0; padding: 0; text-decoration: underline; } .u49a9ab2928c440cb1cfa8d5232a80548 .postTitle { color: #FFFFFF; font-size: 16px; font-weight: 600; margin: 0; padding: 0; width: 100%; } .u49a9ab2928c440cb1cfa8d5232a80548 .ctaButton { background-color: #7F8C8D!important; color: #2980B9; border: none; border-radius: 3px; box-shadow: none; font-size: 14px; font-weight: bold; line-height: 26px; moz-border-radius: 3px; text-align: center; text-decoration: none; text-shadow: none; width: 80px; min-height: 80px; background: url(https://artscolumbia.org/wp-content/plugins/intelly-related-posts/assets/images/simple-arrow.png)no-repeat; position: absolute; right: 0; top: 0; } .u49a9ab2928c440cb1cfa8d5232a80548:hover .ctaButton { background-color: #34495E!important; } .u49a9ab2928c440cb1cfa8d5232a80548 .centered-text { display: table; height: 80px; padding-left : 18px; top: 0; } .u49a9ab2928c440cb1cfa8d5232a80548 .u49a9ab2928c440cb1cfa8d5232a80548-content { display: table-cell; margin: 0; padding: 0; padding-right: 108px; position: relative; vertical-align: middle; width: 100%; } .u49a9ab2928c440cb1cfa8d5232a80548:after { content: ""; display: block; clear: both; } READ: anne frank EssayHelena blinded thinking in a different way accepts. Demetrieus loves theexternal beauty ignoring what feelings are he is only concerned with sexualfeelings on the other hand Lysander is more concerned with inner feelingsbeauty. Demetrius enjoys fighting with women it makes him feel flattered bythe attraction during the fight this can be due to the relationship with his dadwhich is not really touched but only in the beginning of act I, he also makesreference to his high political stature and states and that because of thisHermia is his, in contrast Lysander is emotional with pure feelings. IIIDemetrius personality and emotions Helena and Demetrius meet more than once,the second time in the woods this time it seems that he is trying to put an endto his situation regarding her: Stay, though thou kill me, sweet Demetrius. Demetrius: I charge thee, hence, and do not haunt me thus. Helena: O, wilt thoudarkling leave me? Do not so. Demetrius: Stay on thy peril. I alone will go. (2.2.90-93) It is really doubtful that he loved Helena while trying to getHermias love. He tears her heart showing a heartless personality: I love theenot; therefore pursue thee notHence, get thee gone, and follow me no more. Tell you I do not, nor I cannot love you? (Demetrius, 2.1.195-208) Demetrious isa less poetic and romantic figure, which is based on his perception of women,violent and unchivalrous. When he shakes off Helena, he portrays a personwithout charm: Do I entice you? Do I speak you fair? Or rather do I not inplainest truth Tempt not too much the hatred of my spirit, for I am sick whenI do look on thee. (Demetrius, 2.1. 206-219). Hermia completely erased him outof her life this makes him really feel sorrow so he decides no to peruse heranymore so he decides to give some time thinking that she would miss him. Demetrius under a spell does a complete 360* and the effect of this love spellnow shuts Hermia completely out of his life: Lysander, keep thy Hermia. I willnone. If I loved her, all that love is gone. My heart to her but as guest-wisesojourned, and now to Helen is it home returned, there to remain. (Demetrius,3.2.172-176). Demetrius immediately becomes extremely violent toward lysander: Isay I love thee more than he can do. (Demetrius,3.2.261) he has no reasonbecause he now loves Hermia so Helena asks him to prove him self: If thou say sowithdraw and prove it too. (Lysander, 3.2.2 62) this finally makes Demetriusfollow his instincts and he finally realizes that he really wanted Hermia butcouldnt stand high enough to be her loved one. In conclusion Demetriuspersonality is the type that when wants something will do anything to get it,even if it includes manipulating, hurting or going over every obstacle untilachieving it. In this play he experiences reality and illusion, change andtran sformation and it keeps the reader in close attention of his character. Heis an important part of this play without his character the play would be dulland the plot unflavorfull. Shakespeare

Piercing the Corporate Veil England and Wales

Introduction The main reason for forming a corporation is to protect owners from liabilities and debts of their ventures. This guarantees the continuity of the corporation. However, we have noted cases whereby courts have reached a point of considering a separate business enterprise as a way of gaining unfair advantages over creditors and other claimants.Advertising We will write a custom essay sample on Piercing the Corporate Veil: England and Wales specifically for you for only $16.05 $11/page Learn More Moreover, it is clear that courts apply various standards for various types of business entities. Therefore, such variations in decision-making can affect the future decisions of courts when piercing the veils of other entities, which can have significant ramifications for the owners. This paper looks at circumstances under which courts can decide to pierce the corporate veil using cases from England and Wales. It also reviews both past and recent tren ds and how they may affect future decisions of courts. Piercing the Corporate veil Shareholders of business corporations and limited liability entities design their organisations to protect themselves from creditors. Individual investors take risks by making investments in new or existing businesses. The public favours creations of new entities because of job creation. In addition, they also act as sources of taxes for the government. Corporations and limited liability companies are responsible for business developments as they protect their owners from failure resulting from business activities. Thus, if the new corporation fails, it is responsible for all debts it incurred as a new venture. However, corporations protect shareholders from such claims. Thus, the business owner has no obligation to pay such debts unless there are personal guarantees of the owner against debts. Therefore, in case of lawsuits, business entities face risks of losing their assets. However, the corporate veil protects assets of the owner. Thus, we can say that not many entrepreneurs would risk their personal wealth without a corporate shield.Advertising Looking for essay on business corporate law? Let's see if we can help you! Get your first paper with 15% OFF Learn More We have to note that the lawsuit may only remain as a form of threat to the business only if the owner treats that business as a distinct and separate entity from himself. In most cases, the court may establish that the corporation has no real assets to pay for its debts. In this case, the creditor may seek to convince the court that a corporate shield should not apply in the case. Instead, the creditor will strive to recover the debts from personal assets of the owner. This practice of collecting debt is piercing the corporate veil in order to get the court’s decision regarding the owner’s obligations for the creditor in debts incurred. Shareholder Protection and Piercing the Corporate Veil Courts have often delivered some controversial rulings about piercing the corporate veil. The landmark case of Salomon v A Salomon Co Ltd of 1897 is one of such court rulings. The recent case that has influenced the idea of piercing the corporate veil is the case of VTB Capital Plc v Nutritek International Corp (VTB Capital) of 2011. There is also the case of Antonio Gramsci Shipping Corp v Stepanovs (Gramsci) of 2011. These cases have created new interests regarding the scope of piercing the corporate veil (Pugh, 2012). In the case of Gramsci, the Court ruled that it was appropriate to pierce the corporate veil of Stepanovs so that Gramsci could enforce terms of the agreement under the contract. The Court based its decision on the fact that the owners established the company to perpetuate fraud by abusing structure and personality of the company. The UK has effective Corporate Governance Codes (the Code). It works based on â€Å"comply or explain† principle. This gives it flexibility of adoption among corporations of the UK. The Code has gained popularity due to its effectiveness in promoting corporate governance in the UK. According to the Code, â€Å"corporate governance is the system by which board of directors direct and control companies† (Financial Reporting Council, 2012). The main reason for corporate governance is to promote effective growth of business through prudent management, which bring the long-term success of the corporation. As a result, the Code ensures that corporations exist to serve interests of shareholders and the public.Advertising We will write a custom essay sample on Piercing the Corporate Veil: England and Wales specifically for you for only $16.05 $11/page Learn More However, the Code can only controls regulatory practices of corporations, but it cannot control their internal affairs such as acquisitions of assets or credit facilities. Thus, corporations are liable for their own d ebts. In some cases, there are exceptions regarding directors or shareholders obligations to creditors (Rogowski, 1999). Thus, creditors may seek personal assets of directors and shareholders. Given such conditions, courts may pierce the corporate veil of the corporation and hold shareholders liable for debts. Shareholders have enjoyed limited personal liabilities. This implies that such directors and shareholders are not liable for creditors (Gower Davies, 2003). Occasionally, shareholders or directors may fail to uphold financial integrity and effective corporate governance requirements. In these cases, directors or shareholders risk becoming personally liable for corporation debts. This is because creditors or the court may establish that there is no difference between the shareholder and the corporation. Theories of piercing the corporate veil The principle of piercing the corporate veil differs from one country to another. It also creates confusion in the corporate law because of the idea of limited liability. The views among corporate law scholars point to interpretations of limited liability and corporation activities when handling the corporate veil issue. Two theories exist to explain the idea of piercing the corporate veil. They also explain why courts can lift the corporate veil. First, there is the alter ego or self-theory. This theory looks at â€Å"if there is a distinctive nature of the boundaries between the corporation and its shareholders† (Forji, 2007). Second, instrumentality theory focuses on the use of a company by â€Å"its owners in ways that benefit the owner and not the corporation† (Forji, 2007). Thus, on any given case, the court shall decide which theory applies in a particular case. However, courts have not been effective in piercing the corporate veil and may only do it to achieve equitable results for both parties.Advertising Looking for essay on business corporate law? Let's see if we can help you! Get your first paper with 15% OFF Learn More Situations under which the court lift the veil of corporation Occasionally, courts may ignore the provision of limited liability and pierce the corporate veil. This applies when the court perceives that shareholders may not be different from the company. In this case, the court disregards the provision of corporations as a separate entity. Instead, it treats the two as a single entity (Payne, 1997). In English and Wales company laws, the courts insist on establishing a distinction between the business and its owners. Thus, Anglo-Saxon courts reflect on several issues before piercing the corporate veil. These may include some irregularities in the companies, in the partnership, groups, and subsidiaries. The company may be a sham, facade, or a creation of another company with intentions of facilitating evasion of fiduciary requirements. In this case, they automatically disregard the separate personality of the company in question (Bainbridge, 2001). Fraud English and Wales courts have pierced the corporate veil in cases involving fraud. In this case, a shareholder of a corporation establishes the corporation for evasion legal or fiduciary obligations. This is when the intention to create a corporation is to deny the creditors’ pre-established legal rights and refute claims. The famous case is that of Re Edelsten ex parte Donnelly. In this case, the court did not ascertain fraud of the owner of the company, who failed to take the responsibility regarding his creditors basing his decision on limited liability. This means that the court could not rule out fraud as the establishment of the business was not out of sham (Farrar, 1990). Shareholder created the company in order to protect any property acquired after bankruptcy from ending with the one of bankrupt trustees. Creditors incur unjust costs Sometimes, creditors may incur unfair costs or losses and the court may decide to pierce the veil. Unfairness may cause courts to pierce the corporate veil. The cou rt may argue that it would result to justice and fairness for the creditor. Lack of a clear separation between the entity and the owner Some business owners have failed to establish a distinction between their personal lives and their entities. In this case, the plaintiff may request the court to declare the business as a sham entity, which does not exist. Therefore, owners take personal operation of the business and are liable for debts incurred. Agency Some companies operate as corporate groups. Thus, the parent company may not be clear. Scholars argue that the parent company may conceal its identity under the agency name. The courts have argued that companies do not exist to serve the purpose of being agents for their owners. Instead, they are separate entities. The case that explains the role of agency in piercing the corporate veil is Barrow v CSR Ltd (Forji, 2007). However, it is difficult to establish that the company operates as agent to its shareholders. Thus, courts may re fuse to pierce the veil in that case. This was the case of The Electric Light and Power Supply Corporation Limited v Cormack where the court did not pierce the veil (Forji, 2007). Corporate groups The courts also do not hesitate to pierce the veil in corporate partnerships. A good example to illustrate this instance is the case of Bluecorp Pty Ltd v ANZ Executors and Trustee Co Ltd (supra). The court declared, â€Å"Inter-relationship of the corporate structure and the degree of their participation in shared enterprise with benefits reaped from steps initiated and plans executed† (Forji, 2007). Sham The court may consider a sham or a facade when lifting the corporate veil. In this case, the real plans behind the establishment of the entity are vague and may not be real. Briefly, it is something that makes false appearance, disguise, and or serves to conceal the real purpose behind its existence. The case of Sharrment Pty Ltd v Official Trustee in Bankruptcy served to explain a sham (Forji, 2007). Fraud and sham go together. Courts have maintained that an argument for a sham also depends on an argument for a fraud. This is because shareholders cannot perpetuate fraud using a legal and an existing entity. Consequences of Piercing the Corporate Veil If courts pierce the corporate veil, then the business owner become personally liable for the entity’s debts. Thus, the owner loses rights to limited liability. Instead, the creditors turn to the shareholders personal properties, homes, other investments, and bank accounts to clear their business debts. The recent arguments in the case of Gramsci and VTB Capital highlight how the judges give diverse views about piercing the corporate veil of an entity. Judges argues for or against their decisions regarding rulings of whether or not they ought to have pierced the corporate veil. Several corporate scholars review the case with increased interest to understand whether the courts have established cases of in justice and impropriety in the case. A closer look at the VTB Capital Inc. v. Nutritek International Corp The Court of England allowed for an appeal in the case of VTB, which has raised several questions regarding the legality of piercing or lifting the corporate veil. This case shall provide an opportunity for the Court to explain circumstances under which a Court can pierce the veil. It shall also demonstrate the Court’s position regarding the shareholders or directors of the company with reference to facility agreements. We have to recognise that there is no definite rule on how the case can go as the decision entirely rests with the Court. In all, this case shall set a new precedent on the doctrine of piercing the corporate veil. The impact of VTB case shall extend beyond England and Wales to other countries under the Commonwealth influence. Facts about VTB case This case comes from the failure of Russagroprom LLC (RAP) of to repay its loan to Capital (VTB). RAP acquired a loan facility in order to facilitate an acquisition of some dairy companies for Nutritek International Corporation (Nutritek). Nutritek is the defendant in this case. VTB is an English company operating as a subsidiary of the Russian Bank, JSC VTB Bank of Moscow. VTB granted a facility to RAP through a ‘Facility Agreement’ terms. They also executed many interest rate swaps (ISA). RAP is a Russian company. However, when RAP failed to service the facility, VTB saw it appropriate to sue the loan beneficiary, Nutritek. Nutritek is a Virgin Island company of England. VTB also sued two foreign affiliates of Nutritek. In addition, the list also included a Russian (Malofeev) VTB claimed as the owner and controller of the companies. VTB argued that Malofeev was the main beneficiary of the facility, owner and controller of Nutritek, its foreign affiliates, and RAP (Kain, 2012). The company first made its claims under tort. It claimed that Nutritek and other defendants were liab le for deceit or fraud and conspiracy. VTB claimed that Nutritek and its associates engaged in two acts of fraudulent activities that facilitated its entry into the facility arrangement and ISA. First, VTB claimed that Nutritek and its associates misrepresented that RAP was an independent entity with its own arm of control. Second, VTB also claimed that Nutritek and its associates misrepresented the actual value of the company to its auditors, Ernst Young Valuation Company, which conducted valuation for VTB Moscow. VTB acquired an ex parte order that allowed it serve Nutritek and its associate ex juris in 2011. Ex parte order also had a â€Å"worldwide freezing of Malofeev’s assets of US $200 million† (Kain, 2012). Nutritek’s reaction aimed at setting the orders aside. As a result, VTB realised it was appropriate to amend its claims. In this new claim, VTB claimed that Nutritek and its associates acted jointly on several occasions with RAP to disregard the Faci lity Agreement and ISA arrangements. VTB argued that, under these new claims, the Court would pierce the corporate veil of RAP. VTB based its main argument rested on the fact that the â€Å"Facility Agreement contained forum-selection and choice-of-law clauses in favour of England† (Kain, 2012). VTB claimed that the Court could consider all defendants as responsible parties to the facility under the Facility Agreement. In this case, the Court could apply â€Å"the English forum-selection clause, or base the case on the English CPR Practice Direction, which permitted service ex juris in relation to contractual claims† (Kain, 2012). Discussion of the case Judge Arnold dismissed VTB’s claims in November 2011. On the other hand, he granted the Nutritek’s motion of the service ex juris order. This also extended to the worldwide freezing of Malofeev’s assets. The judge claimed that VTB had not established whether England was the appropriate location to t ry the case. Judge Arnold maintained that even if the Court pierced the corporate veil of RAP, it could not guarantee that the legal consequences would mean that the Court could enforce the Facility Agreement and ISA against Nutritek and associates. Further, the Court reaffirmed Arnold’s ruling on June 20, 2012 at the English Court of Appeal. Lloyd argued that there was no such principle as piercing the corporate veil. However, the Judge had only one provision for VTB. It argued that the Court could look into the case based on the company’s corporate sham or facade. In this case, the Judge argued that the case of was only valid under â€Å"special circumstances, which indicate that it was a mere faà §ade concealing the true facts† (Kain, 2012). The Judge asserted that: â€Å"†¦ In cases in which that is done, the authorities show that it will or may lead to the granting of remedies against the company which, veil piercing apart, might appear in principle to be available only against those controlling it; and, equally, against the controllers when they might appear in principle to be available only against the company†Ã¢â‚¬ ¦.. (VTB Capital plc v Nutritek International Corp and others [2012] EWCA Civ 808). Lloyd also maintained that the Court had the competency and the capacity to pierce the corporate veil in case there was no other means to ensure that the company and its controllers take responsibility for their wrongdoing. Lloyd also established the following arguments from the case. First, Lloyd noted that ownership and controls of entities alone do not guarantee piercing the corporate veil. Second, the court cannot simply pierce the veil in â€Å"the interest of justice even if there is no third party in the case† (Kain, 2012). Third, the Court can â€Å"only pierce the veil on grounds of impropriety† (Kain, 2012). Fourth, there must be a connection between the use of the company’s structures in order to evade or conceal liability and the impropriety. He also notes that the company’s engagement in impropriety alone does guarantee piercing its corporate veil. Fifth, the Court argued that it was necessary to establish both an act of impropriety, control, and ownership of the entity by the offender. In this case, the offender uses the corporate to conceal the real facts with the intention of concealing impropriety. Finally, the Court also recognised that an entity could also be a sham from its inception, even if the ownership did not intend to use it for deception. Therefore, the Court agreed that it could pierce the corporate veil based on the relevant offense of fraudulent or dishonest activities involving misuse of the corporate identity in order to conceal the facts behind the corporation identity. The failed VTB’s Claims From these observations, the Court established that VTB had a case against Nutritek and its associates, and that it was proper to pierce the corp orate veil of RAP. In this sense, the issue was whether it was possible for the Court to pierce the corporate veil of RAP in order to render the defendants (Nutritek and its associates) liable for the Facility Agreement and ISA. However, VTB’s claims did not succeed on the following ground, at least, from Lloyd’s argument. According to Lloyd, after reviewing the English law, they established that they could not support the idea of granting equitable relief against the corporation or its owners beyond this. In other words, the Court could not hold the owner as an actual party to the contract. Given this view, the Court rejected claims of undisclosed principals as agents of the contract. According to the Court, VTB assumed that, under the English law, the Court could hold a party responsible to a contract because of controls or ownership. However, the Court established that none of the parties had any idea about the contract. The Court also noted that to accede to VTBâ⠂¬â„¢s claims would amount to making intrusions into the principle of law that respects contractual agreements between parties, and any other party interested in the contract. In this light, the Court noted that the case of VTB did not fall under this category and that a stranger to the contract was not liable to the contract. The Court also did not recognise the puppet entity and the controlling puppeteer. However, it was important to identify the puppet company and its owners to justify the grant of a judicial remedy when it was convenient and necessary to do so. Still, the Court could not go to the extent of treating the puppeteer and the puppet entity as the other parties because they were distinct entities. The Court noted that fulfilling this claim amounted to ignoring Salomon principles. In this context, the Court could not assume that the puppeteer and the puppet entity were party to the contract. In short, Lloyd noted that it was not proper to use the common law as VTB had suggested. In other words, the court did not recognise VTB’s claims of piercing the corporate veil of RAP in this case. Any such decision would indicate that the Court surpassed the current principle of the common law. Further, it would mean that the Court brought new parties to the contract. The Court expressed that such claims could not apply in this case because it was not the right one for such common laws. The Court viewed this case as a commercial deceit that English law could handle under tort. This implied that VTB could only make claims against defendants under tort principles for deceits and wrongful acts. Therefore, the Court claimed that there were â€Å"no policy reasons for giving the case an artificial remedy in a situation, which VTB did not need† (Kain, 2012). According to the Court, VBT merely invoked claims to support it cases because it â€Å"assumed that the English courts could assume jurisdiction in its claims† (Kain, 2012). Possible contr ibutions of the case with regard to piercing the corporate veil This case has created debates regarding the legal principle of piercing the corporate veil. Consequently, it will have significant influence among the Commonwealth states. Courts and commercial lawyers must also review their approaches with reference to this case and principle of piercing the corporate veil. This case raises some issues of fundamental interests. First, the Court established that VBT’s claims had no factual, legal, or principle basis under English common law in which the Court could lift the corporate shield of RAP. According to this ruling, the Court cannot make a controller of another entity a party to a contract of another company. In this sense, the Court observed â€Å"the principle of a separate legal entity and the law of privity of a contract† (Kain, 2012). Scholars may argue that this decision can limit England’s attraction for foreign cases involving corporate disputes. How ever, the English Court has clarified significant matters about piercing the corporate veil. This implies that the Court cannot just rule to satisfy the claims of another party. It must observe principles of common laws. Any ruling in favour of piercing the corporate veil of RAP could have created new controversies regarding the principle of corporate law. Second, if the Court could have affirmed VBT’s claims, then it would have raised issues regarding the remedies available to VBT and the position of the company’s controller with reference to separate and distinct party to the contract. Affirming these claims of VBT would mean disregarding the principle limited liability for corporation directors. Thus, the Court avoided contradict the principle of separate legal personality in the benchmark ruling of Saloman v A Saloman Co Ltd [1897] AC 22. Third, we must also note that VBT wanted the Court of England to pierce the corporate veil of a foreign company. The Court of A ppeal did not refer to RAP as a foreign company. The issue arises whether it is appropriate for the Court of England to a pierce a veil of a foreign company and the possible consequences of doing so. On the other hand, we must also note that VBT is a Virgin Island company. Thus, the Court acted under English law. However, it did not confirm the position of RAP as a foreign entity. We must also recognise careful analysis of the English law by the Court. This analysis helps commercial entities and lawyers understand circumstances under which the Court can pierce the corporate veil. Thus, it helps clear discrepancies in past rulings. For instance, in the case of Gramsci, the Court had to pierce the corporate veil. As a result, the puppeteer or the controlling mind had to bear responsibilities of the contract. In contrast to VTB case, questions arise whether the Court made a wrong judgment on the case of Gramsci. In other words, the Court did not obey the principle of separate legal ent ity of the owners. In addition, the Court’s ruling highlighted that it could only pierce the corporate veil based on the principle of equitable remedies. In this manner, the puppeteer must not evade its contractual liabilities. However, the Court could not take such action on a non-contractual puppet or puppeteer. However, this case is not over just yet. VTB applied for an appeal to the Supreme Court. This implies that new decisions on piercing the corporate veil of a corporation and its controlling minds shall emerge. Conclusion This matter raises some controversies regarding the relevancy, applicability, and effectiveness of the principle of piercing the corporate veil. In this case, the Courts should declare their positions regarding the principle of piercing the corporate veil. This is because Judge Arnold declared that there is no such principle as piercing the corporate veil. From the above examples, it is clear that the act of piercing the corporate veil is not clear. It is also controversial and will persist to be so for many years coming. The case of VTB shows that piercing a corporate veil exists only in theories. For instance, the Court noted that it was only valid under a â€Å"special circumstance, which indicates that it was a mere faà §ade concealing the true facts† (Kain, 2012). With reference to the above terms, English law does not recognise the principle of piercing the corporate veil. In addition, the use of terms like â€Å"a mere faà §ade concealing the true facts† makes VTB’s claims under piercing the corporate veil difficult. Conversely, English Courts are willing to preserve well-established and long-standing principles of common laws like the rule of corporate personality. This is exactly how the Court ruled on the case of VTB. It recognised the claim that Nutritek and its associates were independent party to the contract. Thus, were not part of the agreement consequently, had no liability over the claims . Nevertheless, we have to recognise that there are no provisions on how courts should rule on cases about piercing the corporate veil. Still, rulings may also vary from various jurisdictions. For instance, the outcome of the case could have been different in Russia where RAP has its origin. Therefore, we have to look at how courts appreciate different cases involving piercing the corporate. We can see the contradicting decisions on Gramsci and VTB cases and the merits under each case. The ruling could have different if there were direct issues like fraud, sham or facade, unfairness, corporate groups, and agency. Most courts pierce the veil based on these issues. However, the Court established that the case of VBT was a deceit with a perfect remedy under tort laws. Thus, it ignored the inappropriate conducts of the controlling mind behind the deceit. These rulings make the concept of piercing the corporate veil uncertain and not reliable for creditors. The concept is also undergoing inevitable changes. Thus, the issue persists whether Courts can go beyond injustice and impropriety. Still, we have also recognised that the English Court can only pierce the veil to grant equity to parties in dispute. This ruling also demonstrates that Courts still focus on fraud as the key requirement for piercing the veil. Reference List Bainbridge, S 2001, ‘Abolishing Veil Piercing’, J. Corp Journal of Corporate Law, vol. 26, p. 479. Farrar, J 1990, ‘Fraud, Fairness and Piercing the Corporate Veil’, Canadian Business Law Journal, vol. 16, p. 474. Financial Reporting Council 2012, Annual Reports. Web. Forji, A 2007, The Veil Doctrine in Company Law. Web. Gower Davies 2003, Principles of Modern Company Law, 7th edn, Sweet and Maxwell, London. Kain, B 2012, UK Supreme Court to Pierce the Issue of the Corporate Veil: VTB Capital Inc. v. Nutritek International Corp. Web. Payne, J 1997, ‘Lifting the Corporate Veil: A Reassessment of the Fraud Exceptio n’, Cambridge Law Journal, vol. 1997, p. 56. Pugh, C 2012, ‘United Kingdom: Piercing The Corporate Veil – Recent Developments, Mondaq Corporate Company Law, vol. 2012 , pp. 1-4. Rogowski, G 1999, Company Law in Modern Europe, Dartmouth Publication, Sudbury, MA. This essay on Piercing the Corporate Veil: England and Wales was written and submitted by user Stephanie N. to help you with your own studies. You are free to use it for research and reference purposes in order to write your own paper; however, you must cite it accordingly. You can donate your paper here.