Instructions:

Summative Assessment
Tasks Produce a written answer (3,500 words) to the
following problem question:

Nathalie is a shareholder and managing director of a

limited liability company called NUVits (UK) Pte
Ltd and all its subsidiaries, which produces candies.
NUVits (UK) Pte Ltd is incorporated in England. She
is also a qualified accountant.

NUVits (UK) Pte Ltd was created in 2005, with a

share capital of £40,000, with each share having a par
value of £1. Nathalie is the majority shareholder and
originally held 26,000 shares. Charlotte owns 4,000
shares, while Avery owns 7,000 shares. In 2006,
Ethan (Nathalie’s cousin), transferred his own 3,000
to Nathalie. Charlotte and Avery are registered
directors of NUVits (UK) Pte Ltd and its
subsidiaries.

At its inception, the company grew rapidly and as a

result, Nathalie set up subsidiary companies, with a
view to expanding into the Asian and American
market. She created NUVits Inc. in Delaware in 2007
and NUVits Pte Ltd (Singapore) in the Singapore in
2008. These are wholly owned subsidiaries of
NUVits (UK) Pte Ltd.

While there are no manufacturing operations in the

United States, the company maintains an office in
Delaware, with ten employees for purposes of public
relations and contract procuring reasons. The
Singapore subsidiary owns a small candy factory in
Jurong with 15 employees to cater to the South East
Asian market.

In 2009, NUVits (UK) Pte Ltd acquired another -

defunct yet still operational – candy company
incorporated in Singapore, Sweetness Pte Ltd
operating in Woodlands, Singapore for
S$20,000,000, with the view to expand its operations
and output. It financed the acquisition as follows:
• S$10,000,000 from Capital Finance Partners Inc
in the United States through NUVits Inc;
• S$5,000,000 from BeLiquid LLP, a limited
liability partnership registered in Singapore
through NUVits Pte Ltd (Singapore); and

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• S$5,000,000 from Development Holdings (an
investment company based in the UK) through
NUVits (UK) Pte Ltd.

NUVits (UK) Pte Ltd stood as the corporate

guarantor for the capital loaned from Capital Finance
Partners Inc and BeLiquid LLP. The loan via
Development Holdings did not require any
collateral.

The new Woodlands, Singapore factory was

recommissioned and commenced candy production
again in early 2010. Initially all went well such that
in 2011 the factory reported a small operating profit
with a healthy order book. However, by the end of
2011, the financial crash caught up with the company
and resulted in a huge fall-off in orders in the last two
quarters. The company reported a serious financial
loss for that financial year. In addition, there was a
huge setback when the parent company purchased a
candy making equipment to increase output worth
£1,000,000 from Nathalie’s husband, Thomas’s
company for the Singapore manufacturing operation
that was dysfunctional.

Nathalie and the other shareholders held a board

meeting and discussed whether they should cut their
losses. All shareholders but Nathalie agreed that
liquidation was the best option. Nathalie used her
majority holding to defeat the motion, as she believed
she could convince a Chinese buyer to buy the group
operations as a going concern. She had also indicated
that she would refuse to accept a competing bid for
take-over from a French company because she
wished to retain control. The other directors
genuinely thought that the French company would be
a better strategic partner for the group in the long
term.

It later transpired that Nathalie had in fact already

commenced negotiations with the Chinese buyer,
who happens to be a close contact of Thomas,
without informing the board. Further, she
considerably undervalued the Singapore operations
to complete the deal for the company. Nine months
later, the Chinese buyer pulled out of the deal. By that
time, the Singapore operations had losses amounting
to $25,000,000 and other interested buyers had
moved on.

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Nathalie then held another board meeting and
informed the board of the failure of the Chinese deal.
She also revealed that NUVits (UK) Pte Ltd itself
was in financial trouble and, with the help of her
cousin Ethan, she persuaded the other shareholders
to dissolve the company and its subsidiaries, thereby
terminating NUVits’ legal existence in the UK, US
and Singapore.

It transpired however, that NUVits (UK) Pte Ltd and

its subsidiaries were terminated with debts
amounting to £50,000,000, including the balance of
the loans to Capital Finance Partners Inc.
(S$5,700,000 still owed), BeLiquid LLP, and
Development Holdings ($1,997,000 each).

It also transpired that Nathalie had engaged in capital

transfers of funds ($40,000,000 in total) to the two
other entities in the UK and Singapore, with the aid
of the company’s accountants but without informing
the board. There is evidence that Nathalie had been
using the assets of her foreign subsidiaries to finance
the purchase of a villa in Italy, to fund (as tax-
deductible ‘business trips’), family-and-friends
excursions to the villa (by private jet; none of the
friends seems ever to have had any business dealings
with any of Nathalie’s companies), and to fund a
lavish lifestyle in Florence and Rome.

Consider the possible approach in each of the

three jurisdictions (United States; United
Kingdom; and Singapore) to the question of
piercing the corporate veil to recover debts. In
which jurisdiction(s) is the corporate veil likely to
be pierced and what does it mean for Nathalie?
To provide a comprehensive answer, not only will
you need to determine which jurisdiction(s) is/are
more likely to pierce the corporate veil, but you
will also need to discuss other elements of
corporate law such as: (i) directors’ duties; and
(ii) shareholders’ protection.

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Word limit and • You must state the number of words you have used.
presentation • You should write no more than 3,500 words.
• Excessive length will be penalised. Footnotes and
bibliography will not be included in the word count
unless it is apparent that you are including text in
footnotes as a means of artificially disguising
excessive length.
• Penalties for exceeding the word limit are as
follows:
Ø There will be no penalty for exceeding the word
limit by no more than 10%.
Ø Students who exceed the word limit by more
than 10% will have their mark reduced by 10
percentage points.
• Written answers must be produced in Word
document format.
• You must keep a copy of your work.
• There should be no indication of your student name
on the document, only your student number.

Indicative reading list You have been issued with a number of sources of
information that you should use for your assessment.

However, as a postgraduate student, you are expected

to have engaged in additional reading and research on
international corporate law.

You will be expected to show:

Marking guidelines /
mark bands • The appropriate written form for your answer.
• A clear understanding of what the question is
asking you to do and close attention to the
requirements of the question.
• Appropriate research in preparation for your
answer.
• Proper referencing using OSCOLA.
• The proficient use of legal and other information
and materials.
• A structured and methodological approach to
problem solving.
• A structured discussion of the relevant issues.
• Skills of analysis, synthesis and evaluation of
relevant legal rules, doctrine, policy, principles and
concepts.
• An effective and precise use of written English.

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Use this Checklist to “assess” yourself:
• Do I understand the issues raised by the
question?
• Have I planned my answer so that the final
result is logical and makes sense?
• Have I introduced the issues properly?
• Is all the material relevant?
• Are my arguments clear?
• Does the reasoning develop as the answer
progresses?
• Have I tried to take to critical approach to the
material I am using?
• Have I balanced descriptive material with
analysis and argument?
• Is the answer repetitive?
• Have I written a proper conclusion which draws
the threads of my answer together?
• Have I acknowledged all sources?
• Have I included a full bibliography?
• Have I met the word limit?
• Have I checked spelling, punctuation and
grammar?

In particular,
An excellent answer is likely to:
• Be coherent, well-expressed and well-
structured
• Be free of substantial error
• Demonstrate a high level of critical analysis,
synthesis and evaluation and show comparative
and analytical discussion
• Display a considerable degree of creative
thought
• Demonstrate wide research
• Display an excellent standard or presentation
A very good answer is likely to:
• Be clear and well-planned, with a logical
structure
• Be free of substantial error

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 • Show a strong grasp of principles and
arguments, and the ability to analyse, synthethise
and evaluate material
• Show accurate and effective use of materials
• Be analytical and critical in its approach
• Be fluently and properly expressed
A good answer is likely to:
• Be a very competent piece of work, largely free
of error
• Demonstrate a good grasp of principles and
arguments
• Demonstrate an attempt at critical analysis
• Use reference and material appropriately
• Be presented well
A basic answer is likely to:
• Be competent and largely descriptive, and
contain some errors and/or omissions
• Show less evidence of research
• Be a basic account of the issues
• Contain a limited attempt at critical analysis
• Show that little effort has been put into
structure and/or presentation
An answer which does not achieve the requirements
of a third class answer is likely to fail.

1. Preparation
Other information
You must make sure that you do sufficient background
reading and further research.

It is important that your research for all coursework

extends beyond the basic texts in the relevant area and
includes references to learned articles/journals.

Accordingly, students are advised to approach their

research initially via the standard texts in the subject
areas, and then to progress to other texts and journals.

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The list of preliminary reading is to be seen as neither
prescriptive nor exhaustive. It is important that
students carry out their own independent research.

2. Presentation

It is essential to submit your work a Word document.

You should check your work very carefully for spelling,

punctuation and grammar.
Argument should be appropriately referenced, and
your work should include a full bibliography of texts,
journals etc. referred to in your work. Your footnotes
should follow the OSCOLA referencing style.

3. Grade

At the first assessment attempt, the full range of

marks is available. At the re-assessment attempt the
mark is capped. The maximum mark that can be
achieved is 50%.

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Postgraduate Mark Bands

0 – 39% 40 – 49% 50 – 59% 60 – 69% 70 – 79% 80 – 100%

Fail Fail Pass Strong Pass Very Strong Pass Exceptionally Strong Pass
(merit) (distinction) (distinction)
To compare and critically evaluate principal features of corporate legal systems in common law and civil law jurisdictions
Criterion 1
Mark: Failure to compare and Limited attempt to Shows a sound ability to Shows a good ability to Shows an excellent ability to Shows an exemplary ability to
critically evaluate compare and critically compare and critically compare and critically compare and critically evaluate compare and critically evaluate
different approaches evaluate different evaluate different evaluate different different approaches and different approaches and
and features of approaches and approaches and features of approaches and features of features of corporate legal features of corporate legal
corporate legal systems features of corporate corporate legal systems in corporate legal systems in systems in common law and systems in common law and
in common law and civil legal systems in common law and civil law common law and civil law civil law jurisdictions. Excellent civil law jurisdictions.
law jurisdictions. No common law and civil jurisdictions. Some depth jurisdictions. Good depth to depth to legal arguments and Exemplary depth to legal
depth to legal law jurisdictions. Very to legal arguments and legal arguments and plenty excellent reliance on relevant arguments and excellent
arguments and no little depth to legal some reliance on relevant of reliance on relevant sources to support comparison reliance on relevant sources to
reliance on relevant arguments and very sources to support sources to support or critical evaluation. No support comparison or critical
sources to support little reliance on comparison or critical comparison or critical errors/omissions in evaluation evaluation. No
comparison or critical relevant sources to evaluation. Some evaluation. A few and comparison. errors/omissions in evaluation
evaluation. Significant support comparison errors/omissions in errors/omissions in and comparison.
errors/omissions in or critical evaluation. evaluation and evaluation and comparison.
evaluation and Several comparison.
comparison. errors/omissions in
evaluation and
comparison.
Criterion 2
To critically analyse the justifications and practical outcomes of the law and theoretical, economic, political and ethical concepts and principles.

Mark: Failure to critically Limited attempt to Shows sound ability to Shows good ability to Shows an excellent ability to Shows an exemplary ability to
analyse the critically analyse the critically analyse the critically analyse the critically analyse the critically analyse the
justifications and justifications and justifications and practical justifications and practical justifications and practical justifications and practical
practical outcomes of practical outcomes of outcomes of the law and outcomes of the law and outcomes of the law and outcomes of the law and
the law and theoretical, the law and theoretical, economic, theoretical, economic, theoretical, economic, political theoretical, economic, political
economic, political and theoretical, economic, political and ethical political and ethical concepts and ethical concepts and and ethical concepts and
ethical concepts and political and ethical concepts and principles. and principles. A good principles. An excellent principles. An exemplary
principles. Failure to concepts and Adequate attempt to attempt to conduct wide attempt to conduct wide attempt to conduct wide
conduct wide reading principles. Limited conduct wide reading and reading and make use of a reading and make use of a reading and make use of a
and make use of a attempt to conduct make use of a variety of variety of primary and variety of primary and variety of primary and
variety of primary and wide reading and primary and secondary secondary sources. A good secondary sources. An secondary sources. An
secondary sources. make use of a variety sources. A reasonable attempt to conduct adequate excellent attempt to conduct exemplary attempt to conduct
Failure to conduct of primary and attempt to conduct library and electronic adequate library and electronic adequate library and electronic
adequate library and secondary sources. adequate library and research to find sources. A research to find sources. An research to find sources. An
electronic research to Limited attempt to electronic research to find good attempt to identify and excellent attempt to identify exemplary attempt to identify
find sources. conduct adequate sources. use sources relevant to the and use sources relevant to and use sources relevant to
library and electronic discussion. the discussion. the discussion.
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 Failure to identify andresearch to find Adequate attempt to A good attempt to consider An excellent attempt to An exemplary attempt to
use sources relevant tosources. identify and use sources weight of different sources. consider weight of different consider weight of different
the discussion. Limited attempt to relevant to the discussion. Adequate attempt to identify sources. sources.
Failure to consider identify and use Adequate attempt to and use sources with An excellent attempt to identify An exemplary attempt to
weight of different sources relevant to consider weight of different different approaches and and use sources with different identify and use sources with
sources. the discussion. sources. where appropriate, a good approaches and where different approaches and
Failure to identify andLimited attempt to Adequate attempt to attempt to identify and use appropriate, an excellent where appropriate, an
use sources with consider weight of identify and use sources sources covering both sides attempt to identify and use exemplary attempt to identify
different approaches different sources. with different approaches of an argument. sources covering both sides of and use sources covering both
and where appropriate, Limited attempt to and where appropriate, an argument sides of an argument
fails to identify and use
identify and use adequate attempt to
sources covering both sources with different identify and use sources
sides of an argument. approaches and covering both sides of an
where appropriate, argument.
limited attempt to
identify and use
sources covering both
sides of an argument
Criterion 3
To conduct independent research into comparative international corporate law and governance and present findings in an articulate and critical fashion.

Mark: Failure to conduct Limited attempt to Shows a sound ability to Shows a good ability to Shows an excellent ability to Shows an exemplary ability to
independent research conduct independent conduct independent conduct independent conduct independent research conduct independent research
into comparative research into research into comparative research into comparative into comparative international into comparative international
international corporate comparative international corporate law international corporate law corporate law and governance corporate law and governance
law and governance international and governance and and governance and present and present findings in an and present findings in an
and present findings in corporate law and present findings in an findings in an articulate and articulate and critical fashion. articulate and critical fashion.
an articulate and critical governance and articulate and critical critical fashion. An excellent attempt to show An exemplary attempt to show
fashion. present findings in an fashion. A good attempt to show competent written skills (i.e. competent written skills (i.e.
Failure to show articulate and critical Adequate attempt to show competent written skills (i.e. comprehension; use of comprehension; use of
competent written skills fashion. competent written skills comprehension; use of language; spelling; grammar). language; spelling; grammar).
(i.e. comprehension; Limited attempt to (i.e. comprehension; use of language; spelling; An excellent attempt to use An exemplary attempt to use
use of language; show competent language; spelling; grammar). and apply OSCOLA citation and apply OSCOLA citation
spelling; grammar). written skills (i.e. grammar). A good attempt to use and and referencing rules. and referencing rules.
Failure to use and apply comprehension; use Adequate attempt to use apply OSCOLA citation and An excellent attempt to provide An exemplary attempt to
OSCOLA citation and of language; spelling; and apply OSCOLA referencing rules. detailed bibliography (including provide detailed bibliography
referencing rules. grammar). citation and referencing A good attempt to provide primary and secondary (including primary and
Failure to provide Limited attempt to rules. detailed bibliography sources) which accurately secondary sources) which
detailed bibliography use and apply Adequate attempt to (including primary and reflects what is referenced in accurately reflects what is
(including primary and OSCOLA citation and provide detailed secondary sources) which the body of the work. referenced in the body of the
secondary sources) referencing rules. bibliography (including accurately reflects what is work.
which accurately Limited attempt to primary and secondary referenced in the body of the
reflects what is provide detailed sources) which accurately work.
referenced in the body bibliography reflects what is referenced
of the work. (including primary in the body of the work.
and secondary
sources) which
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 accurately reflects
what is referenced in
the body of the work.
Criterion 4
To apply critical legal knowledge acquired or developed in an international context and employ strategic transferable skills to demonstrate a sound understanding of
international corporate law.
Mark: Failure to attempt to Limited attempt to An adequate attempt to A good attempt to apply An excellent attempt to apply An exemplary attempt to apply
apply critical legal apply critical legal apply critical legal critical legal knowledge critical legal knowledge critical legal knowledge
knowledge acquired or knowledge acquired knowledge acquired or acquired or developed in an acquired or developed in an acquired or developed in an
developed in an or developed in an developed in an international context and international context and international context and
international context international context international context and employ strategic transferable employ strategic transferable employ strategic transferable
and employ strategic and employ strategic employ strategic skills to demonstrate a sound skills to demonstrate a sound skills to demonstrate a sound
transferable skills to transferable skills to transferable skills to understanding of understanding of international understanding of international
demonstrate a sound demonstrate a sound demonstrate a sound international corporate law. corporate law. Demonstrates corporate law. Demonstrates
understanding of understanding of understanding of Demonstrates good ability to excellent ability to explain, exemplary ability to explain,
international corporate international international corporate law. explain, analyse, and critique analyse, and critique a topic analyse, and critique a topic
law. Failure to attempt corporate law. Limited Demonstrates a sound a topic both orally and in both orally and in writing. both orally and in writing.
at explaining, analysing, attempt at explaining, ability to explain, analyse, writing. Excellent ability to defend Exemplary ability to defend
and critiquing a topic in analysing, and and critique a topic both Good ability to defend arguments in writing and arguments in writing.
writing. critiquing a topic both orally and in writing. arguments in writing. orally.
Failure to demonstrate orally and in writing. Sound ability to defend
an ability at defending Limited attempt to arguments in writing.
arguments in writing. demonstrate an ability
at defending
arguments in writing.

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