Can a company be an accessory?
As an extension of her interest in the intersection between corporate and civil law, Professor Lee has also investigated the legal implications of accessory liability in cases where the accessory is a company rather than an individual.
“In such cases, we have to ask questions like who is the company? Whose knowledge is relevant for making the company liable? It is not a straightforward application of the normal two human agent situation. When you transpose the principles to a company, you face a different set of problems,” she remarks.
The situation is further complicated by the fact that a company is not always a monolithic entity with one set of unified interests but is in fact a composite entity made up of stakeholders with diverse interests, she adds.
“Thus, if a director uses the company to defraud others, it may not always be fair to impose liability on the company as a conspirator because the liability is ultimately borne by the shareholders or creditors of the company who are entirely innocent.
“That is why the law generally guards the company’s separate status as a distinct legal entity jealously, and is very reluctant to equate a company with the people who own and manage it.”
These aspects of Professor Lee’s research have been published in the Singapore Academy of Law Journal and the International Company and Commercial Law Review as articles titled “The Company and its Directors as Co-Conspirators” and “The Enigma of Veil-Piercing”, respectively.
Seeking collaborators
In the near future, Professor Lee intends to further her research by examining whether the company act should be decriminalised and if civil penalties could be used as a more effective deterrent instead.
“This in an area with potential for collaborating with people from the other schools at SMU, as we are looking at the optimal balance of penalties, which is not a purely legal question,” she elaborates.
By collaborating with colleagues from diverse research backgrounds, such as researchers at the School of Social Sciences and the Lee Kong Chian School of Business, she is looking to better understand from both psychological and business perspectives how users would respond to different penalty systems.
Asian Scientist Magazine is a media partner of the Singapore Management University Office of Research.
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Copyright: SMU Office of Research. Read the original article here; Photo: Cyril Ng.
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