 First thing I should say is the word disregard comes at the end of this title, for complex reasons. It used to say the empirics of Vail lifting...then we added British because we were giving papers in places that were not in the UK. And then we had lots of discussions in each of the seminars at Bausch whether Vail lifting was a general time, Seiddan yn gyflaen,esteem,nau dda,i'r ddweud fiaillio fel hyffordd diolch, yr hyffordd dim yn cymryd. Felly oeddwn ni'n gynhyrchu ei ansiol, yn ydych chi fod yr ysgolwysig o'r herffordd ewae'r meddwlig, mae nhw'n gynhyrchu i ffordd. Minnwch chi'n gydag ymgylchau gwaith, rwyda'r unrhyw fawr y gallwn. Llyfriau ymarfer o hyffordd i weithio yn eich pethau, rwyda'r mynd i gael'r gwaith. This is a paper. Brian mentioned that I myself and that I was part of this project looking at corporations around the world as part of this Sloan Foundation project. I met Peter O as part of this project and we both ended up giving similar papers on the same day in a conference but from very different perspectives and very different approaches to it and over a sort of year afterwards we had correspondence and decided that we would sort of combine the papers and try and do an empirical study of veil lifting in the UK. Now the reason we wanted to do that is that there's a lot of scholarship on veil lifting or a corporate disregard in the UK. These are four main categories. I'll just briefly go through these so you get an idea of why we might have wanted to do an empirical study. The first one is the sort of latest cases. Unusually in an area of scholarship there's a sort of tradition of big figures in the area writing case notes on an important development and these cases, case notes form a sort of a signpost for the future and they sort of occur regularly throughout the literature from the 1920s onwards. Then there's a sort of more traditional scholarship in looking at cases in historical context, what they might mean over time. Then there's a third category what I call a golden thread which is arguments that somewhere in this literature there is a golden thread. The judges really are consistent in the way they apply this stuff. The more successful papers in that golden thread part take a particular area and look at is there consistency within it to see can we see a golden thread. There are some very big picture ones which I think it's much more difficult to put a sort of golden thread on it because the case law is so messy. Then there's the fourth one which is it's all a mistake. The House Lawyers decision in Solomon was a terrible mistake. Paddy Arlen has argued that. Mark Moore who's here has argued that as well that it's a sort of faulty foundation and that's why none of this works. That's why it's all a terrible mess and that's one of the things that I think you know it's a foundational area of company law but as someone who's taught company law for a long long time now it is really difficult to put a sort of shape on this stuff and I realised recently and more particularly because I was talking to Peter O who's a sort of empiricist that what we argue about are very few cases. At most if we took a major article what are we talking about 30 cases maybe at most 50 cases that we've decided ourselves because of our skill sets as lawyers are the most important cases but if you step back from it and and look at the massive cases are we really making that choice so we were just picking what other people have have done. There's a sort of flaw in the the sort of legal scholarship that we wanted to address so it's sort of instinct skill aimed at peers and repeating other people's work and I think the evidence is weak within the literature and there really is a mess in the in the case law which makes it even more complex to get a a sort of handle on this stuff so Peter and myself decided we would do a big empirical study or as big as we could on this. So there is a fifth category which is empirical work it's surprising within the UK context that there isn't more empirical work but there is one big empirical study which I'll come to in a moment Charles Mitchell's study in 1999. Before I come to that though I need to mention the American scholarship because what's surprising is given the UK has not got much empirical work in the US there's lots of it stimulated by Robert Thompson's work in 1991 the headline in that study was that the US judiciary lift the veil more in contract than in tort and that caused a a sort of explosion in commentary around this and an explosion in empirical work around veil lifting. MacArthur Peterow has done a large empirical study in which he didn't find that he did a different methodology he didn't find the same outcome. Charles Mitchell in 1999 partially repeated or adopted the methodology of Thompson and did a study in the UK. He didn't include for just some of the things to note about Mitchell's study was he didn't include fraud as a sort of a substantial part of the study. He didn't look at rationales as Thompson had. Thompson had looked at rationales the reasons why they had lifted the veil. Charles didn't do that and Charles also counted multiple decisions in the same case which is there are good reasons for doing that but there are problems with it which I'll come to in a moment and Charles found the same as Bob Thompson that there was a greater rate of disregard with regard to contract over tort. Charles' study though didn't have the effect surprisingly that Thompson's did in stimulating a great debate about this and repeats of studies so partly one of the reasons we were coming back to it was that we think that there should be more empirical work in this area and to relive Charles' work and Charles has been incredibly helpful to us in developing our data set for this so this is what we did various sources we also Charles let us check against his data set as well of cases so the timeline goes back way way back but really there's only significant cases from the late 19th century onwards as you'd expect there were searches this is what we got from all that was 748 published and unpublished cases we went through that for relevancy there's an absolute ton of irrelevant stuff as you might imagine and got down to things that you would say 456 these are these do contain some fail-lifting some piercing but really what we wanted to do was get something that was at its core this case was about a choice that the judiciary had to attribute liability to the shareholders and so we we went through that and got down to 185 that Charles' study has 290 decisions but there are multiple decisions so Salomon for example would count in his study as three decisions and so Charles' data set is actually about the same size our one is in the ending and except the big difference is ours is we only register the final decision so if it goes all the way to the Supreme Court of that's the decision we take in it because we think that's a better way of getting a picture of the law at the position as it went along and the reason Charles took multiple decisions was that he wanted to get a sense of the tensions and patterns within the different levels of court which we were interested in as well but we didn't want it to conflict with the the general study of the patterns over time so we've approached it in a different way by looking at the judiciary and then looking separately at the tensions between the courts which I'll come to in a moment we also included fraud as a substantive claim which is the sort of controversial difference in the different empirical studies on their lifting the reason why we've done that is that there is a substantial literature that argues broadly that looking for anything consistent in the decisions on this isn't going to work because it is really really messy the only thing you'll find that's really determining this is whether there's an element of fraud in these cases and so fraud has has built up as a sort of as part of the literature and so we've included it in this in two ways in terms of looking at claims of fraud and then rationales that the judiciary used based around fraud. We now have multiple decisions we also look at the courts and their affirmation rates and we look at the judges as well we looked at who the judges are when they were appointed how many times they sat in cases in our database so we got a sort of quite rich picture of patterns over time okay let's go look at what we actually found so in the total data set this is what we found a strong tendency to not disregard as you might expect it doesn't really tell us much because it's over a very long time period what does tell us a lot and what's at the heart of it is a decade study now let me explain this graph the red bars and this side are the number of cases in each decade the disregard rates are the blue of this you can see from this in terms of a historical narrative the Solomon a priest in ways very heavily on this or I'd argue it weighs heavily on just the number of cases in the system there's so few cases here that this is largely meaningless yeah there's just not enough decisions for us really to be able to say much about this other than the that has Lord's decision and the rules of the Supreme Court as it operates up until 1966 way heavily on the decision making now if we add in that line which is to represent the changes in the rules of civil procedure in 1966 where the House of Lords agreed effectively to allow itself to overturn previous decisions we think there's an effect on the the way the cases play out there's an explosion in cases really from that period onwards in the late 60s into the 70s and it continues on afterwards but that initial period there seems to be a connection what we'd argue is a connection between those changes and the the cases that arise we also have enough numbers at that point to start to see real passions within the the data so we see a rise in the case that numbers for the 70s and 80s but we see a sort of over those two decades a sort of surprising if you read the scholarship on this area particularly in the 80s there's a sort of hysterical scholarship here that is saying it's out of control there's too much disregard nobody can rely on corporate form anymore and that partly was one of the the sort of rationales behind the the Adams decision because if we had that in there um that's Adams and Cape industries um it was often described as a sort of reaction to what was going on in the case law in the the 80s or it's a policy decision um but it is a difficult decision it's a a sort of complex but I think it's badly argued and reasoned it's historical analysis it's poor there's lots of reasons for seeing it as a sort of policy reaction um it does cause a reaction if you look right after it there's two things one is unsurprisingly the disregard rates go down given that you have a court of appeal decision that seems to close off most of the avenues that have been opened for uh veil lifting up until that point we're left with three that are quite difficult to apply uh disregard rate goes down but look the actual number of cases explodes in this period um now we've given this paper in front of a range of audiences and it's been the practitioners that have been the most sort of interested in in that and the ones who have been sort of least surprised by that partly because um the dark heart of any of these empirical studies on uh veil lifting or or anything to do with patterns in the court is that we do not have the settlement data we just don't know what gets settled um and nobody does and we uh from my reading of the literature on settlement about 19 they estimate 99% are settled so there's a huge amount of settlement goes on the practitioners all said oh yes that's what happens when you get uh an extreme decision something that comes and closes off an area you then and remove settlement from the possibility so the litigation goes up because you have to choose either to fight or flight you have to do one or the other you can't make a tactical decision here um the other thing that they've said has been um that actually practitioners in the area have a good view of what the real rates are regardless of the academic sort of hysteria uh or even that the judiciary might feel that things are out of control um the the decisions in the 1980 particularly if you look before Adams uh there are a number of court appeal decisions that go one way that go the other way there's a lot of uncertainty in that period and so um it's not clear at the time just after Adams that this is going to stick at all another court appeal decision might have changed it so um these litigation the number of cases explodes and we don't really know why but these are the sort of explanations that we've been working around uh and then we have an unusual thing happen uh the cases continue to go up uh but there's a transformation in the disregard rates they get very high in the decade after or so it's a decade of it comes down and then there's a decade at the beginning of the 20th century our final decade in the study that it really goes way really high um we were concerned about this because we're not sure of why but when we start to look at judicial data uh and generational changes in judiciary there may be an explanation in here about the reactions that are occurring both in the 80s after Adams and then in this decade because the the number the the title the judges and their views on this seem to polarize quite a lot in that decade after Adams so that's our general decade data let's go look at the claim compositions so these are the claims behind them these aren't the reasons why the disregard of the corporate form occurred these are just the the underlying basis for the dispute so um statute over there criminal uh criminals made up of the kinds of things you'd expect uh you know criminal frauds um and then civil fraud is that category there um contract you see is really quite a big area of the underlying claim again uh probably expected and tort um is our sort of biggest one after that um so these are the underlying claims and uh they're uh that lead to these uh decisions having to be made about disregard and here's the disregard by claim uh probably unsurprisingly criminal it's quite high statute it's pretty high um and fraud is is very high as well but the contract tort one we found that actually in contract they had a smaller rate or a much smaller rate than a tort which is contrary to the Mitchell study we went back because one of the things you might say is well that's of course because you've got a new category of fraud in there um but we went back and we slid it and we we did put the we got rid of fraud and we did it with contract and tort and we still got these very similar rates that contract was much lower than uh tort and that's partly because of the multiple counting within uh Mitchell uh contracts big part of these claims and if you're multiple counting contract is going to multiple count more than tort so that's why we mean that the there's a problem with multiple counting of decisions so uh that's what we found on the um disregard by claim uh we then looked at the reasons why right um any of you who have looked at these cases will be puzzled and thinking how did you how does this work all right how this works is and it comes with big big health warning because having read hundreds of these cases I could not hand on heart really tell you what the central rationale for any of those cases really is it's an area famously full of metaphor and confusion you get a real sense that they are not saying what they really mean okay now um these were not discreet so there's no one case I can think of where I can say oh that was that was instrumental to it they tend to be bundled together all right but so what we've done is in a highly subjective way going back to sort of legal skills we're reading the cases and we tried to categorize them around these broad categories now these are the categories that bob thompson in the us used which we thought fitted still within the uk context so that's what we use we tried to categorize them this way now um alter ego as you can see is the biggest one it's also when you read the cases the the most meaningless one in some ways it hides behind you can hide anything in there um they tend to cluster together they tend to uh coming groups um alter ego um uh and fraud uh have a sort of unusual relationship which I'll come to in a moment but you can see within the uh disregard the decisions that they've made to disregard the corporate form and tribute liability to share although these are these are the things that you know alter ego come in doing and control domination um and control domination is a funny one because they often you know really my sense of the big cases on this was always that they they don't like to attribute a lie but you know there's a sort of control and domination seems to be at such a high level that actually uh it's difficult to achieve but within the disregard cases of these this is uh something that comes up uh a significant amount of time um the we were interested in fraud because it seemed to come up uh a lot in certain areas so um the wife there it's not clear from labeling the wife is where fraud or misrepresentation is not present within the rationale for the disregard so if you look at alter ego um when fraud is present along with an alter ego justification it's got a very very high uh disregard rate where it's not present um it's much lower uh control domination it's you know 10% lower um but this one's interesting because we had been here myself been discussing fraud and or sorry fraud as well as uh facade champ shell now it doesn't surprise me that these aren't that different whether you add fraud or not because facade and champ shell are a sort of fraud I mean to the the types of issues in with regard to civil fraud it seems to be similar so one of the things that we talked about was whether to actually merge that within to fraud but we decided not to but um there seems to be an element that things that are played civil fraud seem to come in to play with facade and sham and shell as well so we then looked um at disregard rates by court so as you can see um these are disregarded rates for trial court court appeal and um Supreme Court the um court appeal is higher uh it does seem to us given that if you break it down by affirming or reversing that um there is an incentive to appeal there's a particular incentive to appeal if you're a corporation because um if you look we broke it down by entities and individual shareholders um and as you appeal the um disregard rates for entities to go down uh and these are mostly group cases uh we don't know why there is that disposition towards production of groups because they don't articulate it uh but it's definitely in the patterns so we then became concerned about the judges or we were we we decided when we designed the um the trial for data that we wanted to know about the judges as well because we thought there might be something interesting in there um as we went through it we did notice that there were certain very prominent judges uh over the course of a judge's career it is unusual to sit in uh three cases really very unusual for a judge particularly one that was in the post war period where there's just not many cases um uh as you can see um there's 241 in the final sample 29 it's only 12% of total group a second three cases or more um but most of them are in the last 20 years that's when we have the explosion of of cases and of course that would be logical um but it's still unusual within the the number of judges to sit in three cases um 55% within past decade and 31% still sitting when we finished in um 2010 so um we were interested in them now i'm going to put up uh a graphic that if you go on a PowerPoint presentation course they will say never do this all right um but i'm going to do this because there's no i can't find another visual way of explaining what we were up to it's not finished yet this is the bit of the work in progress where i'm having problems confirming certain minor things but in broad sense you'll sort of see what i mean all right here are here are my 29 judges um they concentrate on the colors for the moment okay colors so i've color coded them by their disregard trends okay so um the early judges you can see have a tendency to disregard um we move into judges appointed from the 70s onwards and the red start to appear um what's significant about the 70s and 80s is the number of judges with a zero disregard range and i'll come back to that in a moment and we have you know some uh any one i think in the 80s there were uh they had 100% the other way and i'll come back to those polarized judges in a moment but this is a very polarized period in the 70s and 80s and now we move down to more present day judges where the um but the the real hardcore no disregard disappear with the more uh sort of modern judges and i'll break this down a little bit more there's a few more things to note okay so in terms of patterns the green uh is where they've got tendency to disregard the red is where the can see not to the yellowy browny bit is where they're on the fence um the other thing to note is um i was collecting daily on whether the significant office was uh they're important to many of this but turns out not to be um and i'm still collecting individual rates so these are their case rates cases they sat in where the outcome was a disregard or no disregard the other thing to notice is the numbers okay so three was unusual more than three is really uh very unusual if you look at the top Deming has eight but that is extraordinary given that for 30 years of his career uh there aren't many cases and most of those cases are not as a trial judge they are in the court of appeal um and given his pronouncements in the cases on um Solvon he had an agenda in this area he's also the master of the role so he can there's patterns within his cases where he is definitely picking green judges to sit with in his cases um he also sits because we're only taking the final decisions he's overruled a lot um he sits in way more cases than h uh and so uh he's very significant in the way this has sort of uh this has played out we think anyway i'll go back to the general um data to show you some things all right so i've just done a sort of trend graph on this in terms of prominent judiciary um these are the general trends through this um uh the early judges in the post-war period have a general um uh high trend towards disregarding the corporate form uh that does match with the general literature on changes within the court system after the second world war and the attacks on precedent and the the battles within the um with the court of appeal and the uh house of lords in this period about the autonomous role of uh the court of appeal so there's a sort of that generation moving through the court system uh it's not surprising that in the 60s and 70s we see changes in the patterns of litigation around this uh the 60s we have the beginnings of um uh this uh uh judges who have uh uh sorry a no disregard tendency and then you can see the neutrals the um uh no disregard and then in 1989 1989 when Adams decided it's an unusual period there's a sort of uh changing of the guard the old earlier judges change over um and it marks a period where there there's a sort of swing towards no disregard and then you see the 2000s work comes back again um so if we dig into that a little bit more and look only at the judges the the polarized judges we see again an interesting pattern the 70s is fairly even the 80s it's fairly even apart from 1989 where there's a wave of retirements and um for the only time within the um data the um strong no disregard the ones who are totally polarized who have never uh disregarded the corporate form are the majority uh if we look at the judges in um Adams and Cape industries we see one of those judges uh the two other judges um slain and mustle if we open them up a bit they didn't ever sit in three cases they only sat in two but both they had a no disregard so all the judges in Adams have a sort of 100% no disregard rate um and then it changes around in the 1980s and then becomes even more pronounced the return of the uh judges who have 100% um disregard rates now um there's the general patterns along it um with the whole you can just see broadly the changes in it over time and um if I take you back to um the observations by decade uh and we think about the judges now again there's a health warning with this in that you know we're using the prominent judge data to just look at trends all right it might not be this at all but it's a small part of we think it's a small part of the story in terms of uh reactions so you have this post war period with the judges um where they're changing where they're much more um likely to overturn previous decisions you had the 1966 decision which only affects the house of lords but those of you who know about the history of the court system know that Denning took this as a an opportunity to create an independent role for the court of appeal um and he engaged in this battle with the house of lords for a sort of autonomous decision decision making role which went on in this period um it may play a part in the rise of the cases and certainly Denning's case is all fall in this period his um so his uh the sort of court of appeal decisions are on this period um the rates are relatively stable though so the although the there's sort of turmoil within the decision making process and you have got you know year on year the court of appeal um and the house of lords overturning each other or the court of appeal itself changing its mind on things particularly in the mid to late 80s um the rates are relatively stable so um there's a sort of funny reaction all right and this may represent a sort of reaction to not the act what they what is being generally commented on as the the disregard rates because the disregard rates are stable um but the sense that the the the precedent system was breaking down there were problems and so it may represent a decision to um close that off and establish some order on this uh and then it has this reaction within the explosion cases um and the disregard rate going down um if we add in that the polarization of the judiciary is occur is affecting this as well then this period here particularly sees the rise of uh our largest group of uh judges who have a tendency to disregard uh which may play into decisions remaining certainly this is very unusual within the patent uh and this is a mistake because i put in some data this morning which should stop there all right um so uh summit all up um overall no disregard tendency it's fairly over the period it's a fairly strong one um but not the complete picture the decade data gives us a better idea also within the data it's all clumped in the end it's all clumped in the past 30 years that's where uh we've seen this explosion of case law um so we've got a a sort of historical narrative based around the the precedent the Solomon heavy precedent uh Solomon up until the 60s when that goes away and then we have the beginnings of a a change um but it may be a distorted change because of the tensions within the judiciary and the system of precedent it may also be affected by one judges um uh you know one judge pursuing a particular agenda um in Denning um Adams may then be a sort of overreaction to that and then we're still seeing this playing out today with reaction and overreaction um our data only goes up to or this study only goes up to 2009 as a decade study um but what we're already seeing with um spring court recently in their decisions is a sort of reaction against that very high um disregard rate um from uh 2000 to 2009 or what we may be seeing um we've got unexplained litigation explosion after Adams or sort of counterintuitive one um the study finds the country to Mitchell and Thomas that tort uh had higher uh disregard rates than contract there's a relationship between rationales but we're sort of tense to about that because it's um it's so hard to read really what they they mean when they say things um but we've at least recorded what they say what they say they mean um we think there's a the pellet courts are creating incentives for plaintiffs to appeal and particularly uh corporations to appeal we've got polarized judiciary and in sum in all of it one of the things that struck me about it was I thought we were going to be dealing with an established area of law I thought you know it's an old area we've got loads of cases on it um but it really is not a settled area and it's not an area where real principles are at work here it feels very much like I thought before we did this that it was it's an area where there's something going on under it that's just never said there's there's sort of a lot of metaphor people comment there's a lot of confusion um and there's a lot of things that we haven't thought about like just the dynamics of the court system may be affecting this uh so um it doesn't seem to us that it's an established area of law that we're really dealing with principle it's one that seems to be caught in a spiral of reaction all right that's it thank you um I think what we've been now was banging on with time so we have time for questions um can I just ask one initially so you go back to the one where the total number of cases yeah that yeah that one so what was so which case reporters were you looking at and here the point I want to get at is is it possible that this explosion is a result in simply more cases are being reported than were reported before yeah it could be in there but we've we've gone through particularly um because we had Charles's data which was largely before but you know what I'm saying is is it just in the entire English judicial universe that more cases being reported in 1950 in 2000 than in 1950 because I've come across this problem I've done stuff like this and it's basically are what you capture when you see something like that or are you simply capturing it because technology's improved yeah and so one thing that might be a useful counter check can you just show which which case reports you're looking at yeah that's kind of like sorry not sorry there we are all right would be so for instance Lexis nexus and Westlaw now you're looking I mean my guess is that in the universe of cases that are available for public looking at is way bigger in the 19 now than it was in the 1950s even if the number cases it was actually decided in the 1950s was not that much smaller yeah and you might be capturing simply a case reporting effect yeah yeah no you make a rush um so if so the way of checking would be is if you could find put all those together what would I mean not saying you can't do this but that it may have been that in the 2000 2009 something like 500,000 cases to be looked at whereas in the 1970s you could only find 130,000 cases yeah and that would explain the time trend yeah it's just that's not an option no we will look at how we might filter for that I know we've discussed it before I can't remember what we did about it but we did try and look at as many as we could within those days it's just that now now trying to find cases and doing searching for cases yeah you can find anything I know all you just go to the audience back in 1970s yeah I think I don't know if you want to be referee Alan or you want to be referee can you do it um fascinating um thanks very much um I yeah I think the practice direction might have something to do with it but um Little Woods stores and IRC was decided by Lord Denning in 1969 but where he said we have to watch the Salomon doctrine very carefully and I was wondering if that might be the the moment where you get spike going up yeah because that's a clear statement by the master of the role saying yeah um this is a thing yeah yeah we can have litigation on the issue yeah um just an idea the question that I had was about the kinds of talk cases that you get so I after Chandler and Cape came out I wrote an article or a case note on this and I looked back at Charles's study and I went through all the cases looking for whether there was any decision that was related to a personal injury kind of talk as opposed to a commercial talk or rather a talk in a commercial context yeah and I couldn't find any the only one being Adams and Cape itself and you know was that really taught was it was yeah um and I was wondering if you found any because I couldn't could you find any Charles say I mean Charles discussed that with us as well about the whether that was to do with the likelihood of settlement those cases was much higher because most of them were being brought back by unions so there's an element to which settlement in some areas were higher than others so that's what I mean I think it might have been you triggered Charles discussing it with us but he thought that that was the reason why but there aren't many personal injury ones in there I don't know is it the settlement data I don't know well the conclusion that I came to because if you go to the states and you look at bail cases in the states I mean there's tons of personal cases that the taxis hitting people and all sorts of stuff and you know so it's a why is it that America has got so many persons in three type talk cases yeah and Britain never did and that seemed to me probably about the insurance system in compulsory workplace insurance the NHS you know you don't need to look at it yes yeah if if you're going if your medical bills are going to be covered yeah um but yeah yeah no this is exactly the same there aren't many in there because and also I think the rationale is probably different you know the case for sort of piercing the corporate bail or ignoring the corporate bail or whatever we're doing in the corporate bail is much stronger when you've got somebody who's suffered a personal injury than when you've got a commercial element to it yeah yeah yeah I just want to ask you about this big section of words um just regard to statutory reasons so trends in in statutes that may have authorised and acquired you've been talking about not really we were we just tracked it as an underlying the decision so the the claim but is that the one you're talking about the claim is basically yeah the pie chart is the claims themselves that there was a statutory so you've got a huge huge chunk of that statutory yeah so I mean in parliament just being more or less disposed towards enacting left in the middle yeah true no that's no that's true over time that might be an interesting thing to track uh yeah thank you no I'll make a note of that and see if we can the statute tax no we eliminated tax because there was a I mean it was meaningless I think Mark was next I just wondered where the not quite corporate bail cases would fit in this sample but that I mean cases that everyone kind of thinks of as corporate bail cases but we're ultimately deciding on other grounds so like yeah channel on k lady Ardyn says to help the corporate bail but you know we can use duty of care principles or the recent one president there yeah law assumption basis is that to help the corporate bail we can use trust law and even I think you said you could play the tax cases but right now at the time of salomon early 1800s sorry late 1800s early 1900s there were quite a lot of tax cases as well involving tax evasion by the bail although it wasn't known as the bail then yeah and actually the English course were very liberal but because we're really approaching it from a faxation rather than yeah well now the answer to that is what we were interested in was that they do it so what we want to know is it substantively have the attributed liability to the shareholder and then work back from that so we capture a lot of those cases because of that if if what they're even if they're saying we're not lifting the veil we're doing this instead then we've captured that in the data so would you be a disregard no but pressed would be if you know i mean in in this analysis yeah chancellor channel let me think i can't remember agency you had agency in there as a disregard yeah but atoms will say no I think atoms goes in there as no disregard yeah but all your kind of all this thing agency is categorized as one example of disregard as it is justified in some cases yeah it's the lowest disregard one yeah but the channel and keep would be disregard would it even though it was a top basis for the decisions channeler and cape yeah i think so i think it is in the data as a disregard so you think it's not it comes and then you yeah work back from it because it is they do lift it a lot i mean the outcome is to lift but the rationales are so hidden and even where they explicitly say we are not doing this but we are attributing liability to the shareholder if you exclude those cases then you lose a lot of the richness of it because it's so hidden yeah but two points to go back to the static thing i mean i just want to give you a bit more detail as to what you're actually counting a strategy whether you're discounting the manager library of the teacher things like section 214 is the thing available to manager livers whether you're discounting the manager library and the statute it's on the crime point i mean i don't cry with nine percent of all that but on your next slide you should cry at a very high disregard rate so it could have put a significant impact on the overall result i mean i'm kind of interested what you mean by criminal because i don't know anyone would ever say that the corporate vein is there to to mask a crime if you're talking about people being fraudulent the extent to which you can actually regard crime as an example of lifting the veil i'm not sure at all because i'm not going to be able to say that corporate vein was there to protect people who are putting proper criminal offences so i'm going to give it what you mean by by by crying so the criminal ones there are a lot of criminal cases that are a sort of fraud the actual fraud criminal and then there's a separate bunch which are civil which are where fraud is a part of the the claim brought but it's it might be fraudulent misrep might be elements of deceit but they're they're in the cases themselves and the the criminal ones are there's just a range of what would broadly be fraud i you know i can't break more down but there's a lot of them that fall into just broad fraud categories i'm not really sure i've gone fraud there's a lifting the veil in the sort of traditional sector the sound of this is not about protecting people who are being being fraudulent so whether i'd only gone actually can that as really lifting the veil in the way that it sort of traditionally yeah but it does occur in the criminal context so the the sort of if we're looking at the claim all right so you got to separate out the basis of the how we got to court and from the reasons that they're doing it so all we're noting in the claim data is to just say these are the background elements of the cases and then layered on top of that are the rationales for which they'd said they were lifting the veil the suggestion is and again this is in not just in our suggestion is that there is a connection somehow between the underlying claim and the the clouding of the rationales or sometimes the direct rationales they might give but there might not be it's just that the thompson study very early on had this finding that in contract they were more likely to if the claim was contract it was more likely that they would lift now they may not be connected at all but really the spiral of empirical study since then has been focused on in a way we have to note the underlying claims and the rationales but they may not be connected at all you may well be right the why does it matter that it started out as a criminal part or a criminal claim it is that related to why they disregard but they when it does start out as a criminal claim the disregard rates are high we should probably end here because people have to go to class and I have this lingering since someone actually opened the door at the feeling that someone needs a room but I'm I don't want to speak for Alan but I'm going to try anyway I anticipate if we step outside you have questions you'd like to ask and Alan would be the one for those so thanks Alan thank you very much