Meaning of Phrase ‘Directing Mind and Will’
Directing mind and will of the person signifies the position of any employee or officer of the company who gains authority from the company and has the power to represent the company by undertaking actions and omissions on behalf of the company. The actions that are undertaken by the officer/employee who is the directing mind and will of the company is not carried out by him personally but are carried on by and on behalf of the company. In the leading case of Tesco Supermarkets Ltd v Nattrass (1971) the concept of ‘directing mind and will of the company was established’. ( Wilkinson, 2003)
The state of mind of the officers of the company are considered to be the state of mind of the company and in order to analyses the acts of the company, the acts of the officers are considered who are acting within the authority of the company. A company is an artificial legal person and it acts as per the wish and will of its officers. A company does not have its own mind and it acts as per the mind of the officers. Thus, the acts of the company must be demonstrated by understanding the will and the mind of the persons who are acting on behalf of the company. These officers are the personality and the ego of the corporation but if these officers act outside the scope of the company then they can be held personally liable for the actions they undertook. (CCH Australia, 2011)
Meaning and Phrase of ‘Piercing the Corporate Veil’
A registered company is a separate legal entity in law. In Salomon v A Salomon & Co Ltd , the distinct personality of the company was analyzed and it was held that a company is separate from its officers and has a distinct personality in the eyes of law. Thus, the acts that are taken by the company on his own behalf and the company officers cannot be held liable for the same. The distinction amid the company and the officers are segregated by a veil called separate legal personality of the company. But, at times, this veil of the company is pierced or lifted by the courts and the acts of the company are not considered to be its own but the acts are considered to be the acts of the officers who carried out such acts and the veil of the corporation if lifted or pierced. The rights/liabilities of the company are considered to be the rights/liabilities of the officers. In Meridian Global Funds Management Asia Ltd v Securities Commission (1995), the piercing of corporate veil was analyses and the officers are held personally liable for the wrong committed by them. (Helen, 2009)
There are various instances wherein the veil of the company can be lifted by the company. Some of the instances include when there is presence of agency, fraud, sham or façade, group enterprises; and unfairness/justice. In Barrow v CSR Ltd (1988), the veil amid the parent and the subsidiary company was lifted on the basis of presence of agency. (Ramsay & Noakes, 2009)
Cassidy J (2016) Concise Corporations Law, Federation Press.
CCH Australia (2011) Australian Tax Casebook.
Helen A (2009) "Piercing the Veil on Corporate Groups in Australia: The Case for Reform"  MelbULawRw 13.
Ramsay & Noaks (2009) Piercing the Corporate Veil in Australia, 19 Company and Securities Law Journal 250-271.
Wilkinson M (2003) Corporate criminal liability. The move towards recognising genuine corporate fault"  CanterLawRw 5.
Corporation Act 2001.
Barrow v CSR Ltd, (1988).
Meridian Global Funds Management Asia Ltd v Securities Commission (1995).
Salomon v A Salomon & Co Ltd 
Tesco Supermarkets Ltd v Nattrass (1971).
NFP lawyers (2012) Checklist to establish a Public Company Limited by Guarantee (Online). Available at: https://www.nfplawyers.com.au/wp-content/uploads/2012/07/Checklist-to-establish-a-Public-Company-Limited-by-Guarantee.pdf. (Accessed on 7th September 2017)