UK

Disclosure of Ownership of Unlisted Companies: Changes on the Horizon

Joanna Gray. University of Strathclyde

Introduction

Two of the greatest sources of competitive advantage to the UK in terms of the “business friendliness” of its legal system are the widespread availability and ease of incorporation and the ingenuity of the Trust (especially in English law). Ever since the House of Lords established beyond doubt in 1897 that one man could form a company and thereby enjoy the benefits of limited liability even if all of its issued shares were held by that man and his family as nominees for him, in the landmark legal decision of Salomon v A. Salomon & Co Ltd , the Courts, the legislature and latterly regulators have had to grapple with the potential for abuse, fraud and crime that the concept of a corporate personality separate from that of the company’s shareholders and controllers poses.