commercial contract. The House of Lords confirmed the "corporate veil" will not be "lifted" in

Companies are legal persons, created by registering a constitution and paying a fee, at Companies House. Like a natural person, a company can incur legal duties and can hold rights. During its life, a company must have a board of directors, which usually hires employees. These people represent the company, and act on its behalf. They can use and deal with property, make contracts, settle trusts, or maybe through some misfortune commission torts. A company regularly becomes indebted through all of these events. Three main kinds of debts in commerce are, first, those arising through a specific debt instrument issued on a market (e.g. a corporate bond or credit note), second, through loan credit advanced to a company on terms for repayment (e.g. a bank loan or mortgage) and, third, sale credit (e.g. when a company receives goods or services but has not yet paid for them.[16] However, the principle of separate legal personality means that in general, the company is the first "person" to have the liabilities. The agents of a company (directors and employees) are not usually liable for obligations, unless specifically assumed.[17] Most companies also have limited liability for investors. Under the Insolvency Act 1986 section 74(2)(d) this means shareholders cannot be generally sued for obligations a company creates. This principle generally holds wherever the debt arises because of a commercial contract. The House of Lords confirmed the "corporate veil" will not be "lifted" in Salomon v A Salomon & Co Ltd. Here, a bootmaker was not liable for his company's debts even though he was effectively the only person who ran the business and owned the shares.[18] In cases where a debt arises upon a tort against a non-commercial creditor, limited liability ceases to be an issue, because a duty of care can be owed regardless. This was held to be the case in Chandler v Cape plc, where a former employee of an insolvent subsidiary company successfully sued the (solvent) parent company for personal injury. When the company has no money left, and nobody else can be sued, the creditors may take over the company's management. Creditors usually appoint an insolvency practitioner to carry out an administration procedure (to rescue the company and pay creditors) or else enter liquidation (to sell off the assets and pay creditors). A moratorium takes effect to prevent any individual creditor enforcing a claim against the company. so only the insolvency practitioner, under the supervision of the court, can make distributions to creditors.

Companies and credit

Corporate insolvencies happen because companies become excessively indebted. Under UK law, a company is a separate legal person from the people who have invested money and labour into it, and it mediates a series of interest groups.[15] Invariably the shareholders, directors and employees' liability is limited to the amount of their investment, so against commercial creditors they can lose no more than the money they paid for shares, or their jobs. Insolvencies become intrinsically possible whenever a relationship of credit and debt is created, as frequently happens through contracts or other obligations. In the section of an economy where competitive markets operate, wherever excesses are possible, insolvencies are likely to happen. The meaning of insolvency is simply an inability to repay debts, although the law isolates two main further meanings. First, for a court to order a company be wound up (and its assets sold off) or for an administrator to be appointed (to try to turn the business around), or for avoiding various transactions, the cash flow test is usually applied: a company must be unable to pay its debts as they fall due. Second, for the purpose of suing directors to compensate creditors, or for directors to be disqualified, a company must be shown to have fewer overall assets than liabilities on its balance sheet. If debts cannot be paid back to everybody in full, creditors necessarily stand in competition with one another for a share of the remaining assets. For this reason, a statutory system of priorities fixes the order among different kinds of creditor for payment.
Companies and credit
Main articles: UK company law, English contract law, English property law, and UK commercial law
The credit ratings industry is dominated by Fitch, Moody's and S&P, with London headquarters in Canary Wharf. Companies pay the rating agencies to rate them, because this provides access to cheaper loans.

Corporate insolvency

Over the 20th century, reform efforts focused on three main issues. The first concerned setting a fair system of priority among claims of different creditors. This primarily centred upon the ability of powerful contractual creditors, particularly banks, to agree to take a security interest over a company's property, leaving unsecured creditors without any remaining assets to satisfy their claims. Immediately after Salomon's case and the controversy created over the use of floating charges, the Preferential Payments in Bankruptcy Amendment Act 1897 mandated that preferential creditors (employees, liquidator expenses and taxes at the time) also had priority over the holder of a floating charge (now IA 1986 section 175). In the Enterprise Act 2002 a further major change was to create a ring-fenced fund for all unsecured creditors out of around 20 per cent of the assets subject to a floating charge.[11] At the same time, the priority for taxpayers' claims was abolished. Since then, debate for further reform has shifted to whether the floating charge should be abolished altogether and whether a ring-fenced fund should be taken from fixed security interests.[12] The second major area for reform was to facilitate the rescue of businesses that could still be viable. Following the Cork Report in 1982,[13] the Insolvency Act 1986 created the administration procedure, requiring (on paper) that the managers of insolvent businesses would attempt rescue the company, and would act in all creditors' interests. After the Enterprise Act 2002 this almost wholly replaced the receivership rules by which secured creditors, with a floating charge over all assets, could run an insolvent company without regard to the claims of unsecured creditors. The third area of reform concerned accountability for people who worsened or benefited from insolvencies. As recommended by the Cork Report, the Company Directors' Disqualification Act 1986 meant directors who breached company law duties, or committed fraud could be prevented from working as directors for up to 15 years. The Insolvency Act 1986 section 214 created liability for wrongful trading. If directors failed to start the insolvency procedures when they ought to have known insolvency was inevitable, they would have to pay for the additional debts run up through prolonged trading. Furthermore, the provisions on fraudulent conveyances were extended, so that any transaction at an undervalue or other preference (without any bad intent) could be avoided, and unwound by an insolvent company.

The financial crisis of 2007, which resulted from insufficient consumer financial protection in the US, conflicts of interest in the credit rating agency industry, and defective transparency requirements in derivatives markets,[14] triggered a massive rise in corporate insolvencies. Contemporary debate, particularly in the banking sector, has shifted to prevention of insolvencies, by scrutinising excessive pay, conflicts of interest among financial services institutions, capital adequacy, and the causes of excessive risk taking. The Banking Act 2009 created a special insolvency regime for banks, called the special resolution regime, envisaging that banks will be taken over by the government in extreme circumstances.
Corporate insolvency
See also: UK bankruptcy law, Bankruptcy in the United States, and List of corporate collapses and scandals
Corporate liquidations spiked after the financial crisis of 2007-2008, after a pre-crisis norm of around 13,000 per year.