By Marcel Strigberger | November 4. 2025
Just one more thing … There’s something that bothers me – – – Columbo
I shall start off by quoting Shakespeare: “Fie on the company!” Well, to be accurate, the bard did say the fie part.
Now retired from practice, I am reflecting on what it is about the legal system bugs me. High on the list is the concept that a company has its own independent status. I see no reason why there should be a corporate veil protecting a company’s owners from personal liability.
There is rhyme and reason to my opinion. My first concept of a corporation dates back to childhood, shopping with my mother at Steinberg’s, a now defunct chain supermarket in Montreal. Steinberg’s used to issue trading stamps called “Pinky”, redeemable for gifts. During one visit, my mother got into a dispute with the cashier about the number of Pinky stamps we should get for our purchase. We all got a bit vocal, and the store manager was summoned. I recall butting in and asking him to call over Mr. Steinberg. He looked at us smugly and said, “This has nothing to do with Mr. Steinberg. It’s company policy.”
This experience soured my concept of corporate status. Why should the real owner wiggle out of responsibility? My mom and I were tempted to barge through that “employees only” door where we were sure Mr. Steinberg was comfortably settled counting his profits (and likely his Pinky stamps). We expected him, as owner, to resolve the issue with us. We left disgruntled.
I now think of a comment by the eighteenth-century Lord Chancellor, Edward, First Baron Thurlow, who said, “Did you ever expect a corporation to have a conscience when it has no soul to damn and no body to kick?”
That day, while arguing with the manager, my mom and I certainly would have liked to have Mr. Steinberg in front of us, thereby giving us the option to consider doing what the Lord Chancellor said cannot be done to a company.
I now think about that scene in Shakespeare’s Julius Caesar where, after Caesar’s assassination, an angry mob descends upon the streets of Rome looking for the conspirators. One of the conspirators is a politician, Cinna. While the lynch mob is out hunting for the culprits, they come across a different Cinna, namely Cinna the poet. Unfortunately for this Cinna, the collective finds the name match is good enough to constitute guilt. Quoting:
Third Citizen: Your name, sir, truly.
Cinna the Poet: Truly, my name is Cinna.
First Citizen: Tear him to pieces; he’s a conspirator.
Cinna the Poet: I am Cinna the poet, I am Cinna the poet.
Fourth Citizen: Tear him for his bad verses, tear him for his bad verses.
Cinna the Poet: I am not Cinna the conspirator.
Fourth Citizen: It is no matter, his name’s Cinna; pluck but his name out of his heart and turn him going.
To my mom and me, Mr. Steinberg and Steinberg’s was close enough. No doubt, however, we would have been much kinder to Mr. Steinberg. All we wanted was what was owing to us, namely those short-changed Pinky stamps.
The landmark case of Salomon v. Salomon, decided in 1895 by the House of Lords, affirmed this unjust and egregious corporate immunity principle. Creditors sued the company’s principles for its debts. However, the court unanimously held that the company was an independent person with its own rights and liabilities, and that “the motives of those who took part in the promotion of the company are absolutely irrelevant in discussing what those rights and liabilities are”.
Thus, Salomon firmly established the legal fiction of a “corporate veil” between a company and its owners. As Shakespeare might say, “Fie on the creditors”. The fallout of this ridiculous ruling has resulted in inestimable losses and damage to good people. It cost us a few well-deserved Pinky stamps.
One may ask what the responsibility of owners in large corporations should be. I am talking public companies. I see little difference. All corporations have neither soul to be damned nor a body to be kicked. I say the shareholders should always be responsible. For example, I own a number of Apple shares. This makes me a part owner, no doubt. I will say I do not flaunt my ownership status. I recently visited an Apple Store to have my torn iPhone cover replaced. I did not say to the associate something like, “I’m one of your bosses. I’ll just help myself to that orange one there”.
Yet if anybody were to make a claim against Apple, I consider looking to me as fair ball. I would never think of saying anything like, “Hey. You can’t sue me. Uh, uh. Remember Salomon v. Salomon”. I don’t have a double standard. My obligation should be proportional to my stake in Apple. And so, if there is some class action resulting in a large judgment, I have no problem receiving a notice from the corporation’s lawyer saying, “Sorry, but we got hammered. Please remit the amount of 17 cents.” This makes sense to me. I own up to my responsibilities. I’ll do an e-transfer right away.
It’s been many decades since I had that childhood supermarket experience. Steinberg’s is long gone. And we know it did not have a conscience. No company does. However, this simple matter could readily have been resolved satisfactorily had we, as we should have, had an audience with Mr. Steinberg.
I did say I had a rhyme and reason for my views. Aren’t we all perhaps influenced at times by life’s Pinky stamps? Fie on the company.
A version of this article originally appeared in the American Bar Association Journal
Marcel Strigberger is a Toronto-based lawyer, humourist and author, who now devotes his time to being funny and writing after 40 years of balancing these endeavours with a civil litigation practice. His latest book, First, Let’s Kill the Lawyer Jokes: An Attorney’s Irreverent Serious Look at the Legal Universe, is available in eBook and paper versions on Amazon, Indigo, Apple Books, etc., and, Strigberger adds, wherever great books are sold.
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