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Re Darby, ex p Brougham : ウィキペディア英語版 | Re Darby, ex p Brougham
''Re Darby, ex parte Brougham'' () 1 KB 95 is a UK company law case concerning piercing the corporate veil. It is a clear example of the courts ignoring the veil of incorporation where a company is used to conceal a fraudulent operation. ==Facts== Darby and Gyde were undischarged bankrupts with convictions for fraud. They registered a company called City of London Investment Corporation Ltd (LIC) in Guernsey. It had seven shareholders and issued £11 of its nominal capital of £100,000. Darby and Gyde were the only directors and entitled to all profits. The company purported to register and float a company in England called Welsh Slate Quarries Ltd, for £30,000. It bought a quarrying licence and plant for £3500 and sold this to WSQ for £18,000. The prospectus invited the public to take debentures in WSQ. It stated the name of LIC, but not Darby and Gyde, or the fact that they would receive the profit on sale. WSQ failed and went into liquidation. The liquidator claimed Darby’s secret profit, which he made as a promoter. Darby objected that the LIC and not him was the promoter.
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