Company Law and the Corporate Veil - Free Essay Example

Sample details Pages: 7 Words: 2023 Downloads: 9 Date added: 2017/06/26 Category Law Essay Type Narrative essay Did you like this example? Introduction As the day company is formed, it can be said that the company is à ¢Ã¢â€š ¬Ã…“incorporatedà ¢Ã¢â€š ¬Ã‚ . As the company uniqueness is that it provides for effective separation of resources and managements of its resources and it is further compounded on the fact that the owner of the capital can limit his or her liability to the third parties. Therefore the company is recognized as a separate entity and it is treated in its own capacity. Don’t waste time! Our writers will create an original "Company Law and the Corporate Veil" essay for you Create order In nowadays business companies, it can be seen that companies have both advantages and disadvantages in measuring the limited liability of the shareholders on the basis that the company is liable for its debts and obligations. Therefore, double-edged sword is created which means it has both good and bad elements. In this assignment, details about the doctrine of separate legal entity will be analyzed. Also statements of features of company as separate legal entity and circumstances the veil of incorporation will be lifted will be analyzed with reference to some cases. Doctrine of separate legal entity In company law of Malaysia, a company is treated as a separate legal entity from its members constituted in it which is its shareholders and directors. This is the doctrine of separate legal principle. The company is a different separate body from its member. Thus, the members of the company are not liable for the company debts. For instance, when a company turn into a contr act, the company itself will personally liable for the contract rather than the shareholders and the directors. Therefore, a company is a corporate body. A corporation is an artificial legal person that exists independently of the individuals who at any given time are the members of the corporate body. This principle was established by the House of Lords in Salomon v Salomon Co Ltd[1]. The rule of Agency An agency is a relationship where one person consents or is deemed to have consented that the other person should act on its behalf so as to affect its relations with third parties. Features of Separate Legal Entity At the time the company is incorporated, it is a separate legal person, it brings forth some effect which can be the features of it. Under section 16(5) of the Companies Act 1965 states that, once a company had been incorporated, the company had all the ability as an incorporated company. For instances, it is means that the company can enjoys its right and f unction as a legal person. Company that incorporated is a legal personality that is created and recognized by the law as stated by Salleh Abbas F.J in Tan Lai v Mohamed bin Mahmud. When a company register under Companies Act, it becomes vested with corporate personality which is an independent legal person and separate from its members. For instance, the company is a legal person. In Salomon v. Salomon Co. Ltd. (1987)[2], unsecured creditors claimed that the company never had an existence of independent although it was incorporated. They claimed that it was Salomon himself trading under another name, but the House of Lords held Salomon Co. Ltd. must be regarded as an independent person from Salomon. This is because of the fact that the company was not role as an agent for the member. Thus, Salomon and the others are mere subscribers of the company although he owned all the issued shares. Hence, Salomon could enforce its rights against the company as a secured creditor. Furth ermore, the company also has the ability to sue and be sued in its own name. Therefore, a company can make legal action to enforce its right. It was established in the case Foss v Harbottle[3] where action brought by the members of the company made an injury complain towards the company and it was fail. Therefore the member could not take action on behalf of the company. Besides, a company has perpetual succession which means members may join and leave, but the company will continue go on. When a company become incorporation, it will continue operate until it is dissolved according to the Companies Act 1965. Under the case of Re Noel Tedman Holdings Pty Ltd[4], the court allowed the representative personal of the deceased to appoint the directors of the company so that the directors could allow the transfer of the shares to child. This proves that although the shareholders had leave but the company is still exiting and continue go on. Other than that, a company also has abilit y to own property on its own name. According to section 16(5) a company has power given to own personal land and other types of property. While company is separate legal person from its member, the member has no legal right and interest with the property and it is belongs to company. In case Macaura v Northern Assurance Co. Ltd[5], Macaura owned a tree plantation which was covered by an insurance policy. Later he sold the plantation to a company which he was the only shareholder. After the sale, Macaura continued to insure the plantation in his own name. A fire broke out and the plantation was destroyed. Macaura then attempted to claim on the insurance policy but the insurance company refused to pay. The issue was whether Macaura had an insurable interest at the time of the loss. It was help that the insurance company was right in not paying. The plantation company was a legal entity in its own right, separate from its shareholders. Other than that, in a corporate body, the share holders of the company can enjoy limited liability. While a company is a separate legal entity, the shareholders are not liable for the debts and the liability is limited by shares. Therefore, creditors have no rights to take any legal action against the shareholders. In case Ye Yut Een 1978[6], the director of the company is not liable for the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s debt. It is the company who had not complied with the procedures related to the retrenchment benefits. Lifting The Veil of Incorporation Although the company has privilege as separate legal entity, it must not be used for any unlawful or illegal business purposes, in case a fraudulent or dishonest use is made of the legal entity, the concerned individuals will not be allowed to take the shelter of the corporate personality. The court will disregard the corporate veil to see the real persons behind it. Generally, the law will not go behind this veil of incorporation to look at the membership of the company. But the courts will à ¢Ã¢â€š ¬Ã‹Å"lift the corporate veilà ¢Ã¢â€š ¬Ã¢â€ž ¢ in some exceptional cases. Salomon v Salomon Co Ltd case have decided that the members of the company are not liable for any contract that contracted by the company. This will cause they may have a chance hiding behind the veil to defraud the creditors and other parties that contracted with the company. The court will pierce the corporate veil by applying the principle known as à ¢Ã¢â€š ¬Ã‹Å"piercing the corporate veilà ¢Ã¢â€š ¬Ã¢â€ž ¢. When there is no entity separate from members, the court will pierce the corporate veil and take action. After that the court will make the company and its members liable for any breach of contract. The veil of incorporation can be lifted in according to situation provided under statutory provision and by judicial interpretation under the common law. For instance, section 36, Companies Act 1965 states that if the number of members of a company is reduced to below tw o and its carries on business more than six months, the person who is a member of the company during the time that is so carries on business after those six months, and is aware of it, the person is personally liable for all the debts that the company contracted after those six month and he may be sued therefor. According to the section 304(2), Companies Act 1965, together with the section 303(3), provide that an officers who knowingly contract a debts on behalf of the company. It means borrow money and knowing that that the company is most likely unable to pay the debt is guilty of an offence and on conviction be made personally liable to pay that debt. Under section 304(1), Companies Act 1965 provides that when a companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s intention is to purposely defraud its creditors, the veil of incorporation is lifted. In the course of the winding up of a company or in any proceedings against a company it appears to the court when hearing the application of the liquidat or or any creditor or contributory of the company that any business of the company has been carried on with intent to defraud creditors of the company or creditors of any other person or for any fraudulent purpose, the court may hold any persons who were knowingly parties to the fraud personally responsible for all or any of the debts or other liabilities of the company as the court directs. Under section 365(2), Companies Act 1965 provides that any payment of dividend not from profit is prohibited. Any payment made of dividends to shareholders is personally liable by the director towards the creditors of the company when there are no profits available. There are also situations where the court thinks it is appropriate and it will lift the veil of incorporation at common law. The situation whereby the veil of incorporation is lifted where the company is acting as agent or partner of the controlling or parent company. Group of the companies the problems can be complex. Subsidia ry own and fund money of a business has been held to do so as agent for the holding and parent company. So, holding and parent company actually operating business. This is applied in case Smith, Stone and Knight Ltd v Birmingham Corporation (1939)[7]. Besides, the veil of incorporation will be lifted when there is a group of companies, including holding and subsidiary company, the court can lift the veil and treat a company and its subsidiary as one economic unit. In case DHN food Distributors Ltd v Tower Hamlets London Borough Concil[8], subsidiary company owns a piece of land while the DHN which is parent company operated the business on the land. The local authority purchases the said land. The DHN claimed compensation for disruption. The local authority refused to pay the compensation on the grounds that the land did not belong to DHN. The court lifted the veil of establish that DHN is connected with the subsidiary company as treated as one economic unit, they did suffer a lo ss as a result of acquisition from the local authority and allowed to claim the compensation. At last, lifting the corporate veil can also assist in the prevention of fraud. In case Aspatra Sdn Bhd Ors v Bumiputra Bank Malaysia Berhad (BBMB)[9], Lorrain Osman, one of the director of Aspatra Sdn Bhd, was once a director of Bumiputra Bank Malaysia Berhad, must account for the secret profit he made in breach the fiduciary duty. To avoid detection Lorrain Osman had channeled the monies which is the secret profit he make into several companies that he controlled, one is the Aspatra Sdn Bhd. BBMB feared that the money Lorrain Osman took would leave Malaysia and applied for an injunction. The veil lifted to reveal that the assets of Aspatra Sdn Bhd belong to the Lorrain Osman and the injunction was accepted. Conclusion In conclusion, it clearly stated that the doctrine of separate legal entity have created double-edged swords to the shareholders of the company. Although it brings many features to the shareholders but it also have drawback towards the company itself and creditors in some situation. Hence, there will be some defects of incorporation. However, lifting the veil of incorporation by the court will reduce the defects of incorporation. [1] SALOMON v SALOMON CO LTD [1897] A.C. 22, House of Lords [2] SALOMON v SALOMON CO LTD [1897] A.C. 22, House of Lords [3] Foss v Harbottle(1843) 67 ER 189 [4] Re Noel Tedman Holdings Pty Ltd. (1967) QdR 561 [5] Macaura v Northern Assurance Co Ltd[1925] AC 619 [6] Yee Yut Ee(978)2 MLJ 142 [7] Smith, Stone Knight Ltd v Birmingham Corp[1939] 4 All ER 116 [8] DHN Food Distributors Ltd v Tower Hamlets London Borough Council[1976] 1 WLR 852 [9] Aspatra Sdn Bhd v Bank Bumiputra Malaysia Bhd (1988) 1 MLJ 97

Essay about International Relations - 1446 Words

International Relations As I look back on high school, I remember walking through the hallways and seeing people and groups of all kinds. The hallways were lined, side to side, with different groups of different people with different ideas and opinions. I, myself, was part of a clique also. However, my clique inter-mingled with other cliques as we exchanged our ideas, opinions, and experiences. There were some other cliques that did the same as they did not isolate themselves from the rest of high school life. However, there were also the other kinds of groups which committed themselves to that group, and they did isolate themselves from everyone else. Now, let’s take these cliques and turn them into full-scale nations. The high†¦show more content†¦This isolation from the rest of the world instills a sense of security within the people and within the government. They do not have to trust any other nations, nor do they have to rely on any other nations for anything. Basically, they decide that it would be best for them to work out political situations by themselves instead of looking to a foreign government as a model to deal with the situation. However, this also shows one of the weaknesses of localization. If a nation isolates itself politically from the rest of the nation, then there is a good chance that they will fall behind with the times; thus, they may lose face when it comes to their status on the world stage. Economically, globalization supports the expansion of trade, production, and investments to markets outside their own. This expansion is apparent when we look at the formation of such institutions as the European single market, the North American free trade area, the newly emerging Asian groupings, and the long overdue formation of the World Trade Organization. These institutions have allowed nations (that accept globalization) to experiment with several different markets in order to achieve economic gain. 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Project Management and Innovation Past and Future free essay sample

It is unsurprising that development of innovation is often run as a project. Yet, theoretically both project management and innovation studies have evolved over time as distinctively separate disciplines. In this paper we make an attempt to conceptualize the innovation project management and past as well as future of same. By doing so, we contribute to the nascent academic debate on the interplay between innovation and project management. This paper is concerned with three topics and the interplay between them, namely â€Å"Innovation†, â€Å"Research and Development (RD)† and â€Å"Project Management†. The interest in these topics has exploded recently as they emerged both on the policy agenda and in the corporate strategies. The contribution of technological innovation to national economic growth has been well established in the economic literature. In the last couple of decades, new technologies, new industries, and new business models have powered impressive gains in productivity and GDP growth. We will write a custom essay sample on Project Management and Innovation Past and Future or any similar topic specifically for you Do Not WasteYour Time HIRE WRITER Only 13.90 / page While originally there was a tendency to equate RD and innovation, contemporary understanding of innovation is much broader than purely RD. RD is one component of innovation activities and knowledge creation among others. Innovation emerges as a pervasive and complex force, not only in the high-tech sectors in advanced economies, but also as a phenomenon existing in low-tech industry of developing, or catching-up economies. Still, the link between RD and innovation is often at the core of the innovation studies. Presently, we are witnessing â€Å"projectification† of the world as a growing number of specialists organise their work in projects rather than on on-going functional basis. The connection between RD and project management has a long history. Most tools of project management have been developed from the management of RD, often with military purposes (Lorell, 1995). The most vivid example of managing RD projects in the public sector is the PRINCE2 method (UK OGC, 2005). Due to the above mentioned difference between RD and innovation, RD projects should be distinguished from innovation projects too. Innovation is a non-linear process, not necessarily technology-led and may not necessarily result from formal RD investments. Innovation is the exploration and exploitation of new ideas and recombination of existing knowledge in the pursuit of sustained competitive advantage. Besides, both innovation and RD projects by their nature differ from conventional projects. Thus, there is a need to examine the Innovation Project Management (IPM) as a distinctive area of managing innovation in projects, using the tools and methods of the project management. The Evolution of Project Management Theory The genesis of the ideas that led to the development of modern project management can arguably be traced back to the protestant reformation of the 15th century. The Protestants and later the Puritans introduced a number of ideas including ‘reductionism’, ‘individualism’ and the ‘protestant work ethic’ (PWE) that resonate strongly in the spirit of modern project management. Reductionism focuses on removing unnecessary elements of a process or ‘ceremony’ and then breaking the process down into its smallest task or unit to ‘understand’ how it works. Individualism assumes we are active, independent agents who can manage risks and create ideas. These ideas are made into ‘real things’ by social actions contingent upon the availability of a language to describe them. The PWE focuses on the intrinsic value of work. Prior to the protestant reformation most people saw work either as a necessary evil, or as a means to an end. For Protestants, serving God included participating in and working hard at worldly activities as this was part of God’s purpose for each individual. From the perspective of the evolution of modern project management, these ideas were incorporated into two key philosophies, Liberalism and Newtonianism. Liberalism included the ideas of capitalism (Adam Smith), the division of labour, and that an industrious lifestyle would lead to wealthy societies Newton saw the world as a harmonious mechanism controlled by a ‘universal law’. Applying scientific observations to parts of the whole would allow understanding and insights to occur and eventually a complete understanding. LITERATURE REVIEW In this paper we seek to establish bridges between two distinctive disciplines – project management and innovation management (innovation studies). Despite seemingly interrelated nature of both subjects, these two research domains have been developing relatively isolated from each other. Innovation Studies Innovation studies are rooted in the seminal writing of Joseph Schumpeter in the 1920s-1930s (e. g. Schumpeter, 1934), whose ideas started to gain popularity in the 1960s, as the general interest among policymakers and scholars in technological change, RD and innovation increased. The field formed as a distinctive academic discipline from the 1980s. Scholars like Richard Nelson, Chris Freeman, Bengt-Ake Lundvall, Keith Pavitt, Luc Soete, Giovanni Dosi, Jan Fagerberg, Bart Verspagen, Eric von Hippel and others have shaped and formed this discipline. The seminal publications in the area include, inter alia, Freeman (1982), Freeman and Soete (1997), Lundvall (1992), Nelson and Winter (1977, 1982), von Hippel (1988). Regarding the definition of innovation – a general consensus has been achieved among innovation scholars who broadly understand this phenomenon as a transformation of knowledge into new products, processes and services. An in-depth review of the innovation literature is beyond the scope of this paper (refer to Fagerberg (2004) for such analysis). Our intention is to outline main directions of research. In a recent paper, Fagerberg and Verspagen (2009) provide a comprehensive analysis of the cognitive and organizational characteristics of the emerging field of innovation studies and consider its prospects and challenges. The authors trace evolution and dynamics of the field. Reflecting the complex nature of innovation, the field of innovation studies unites various academic disciplines. For examples, Fagerberg and Verspagen (2009) define four main clusters of innovation scholars. They are â€Å"Management† (cluster 1), â€Å"Schumpeter Crowd† (cluster 2), â€Å"Geography and Policy† (cluster 3. 1), Periphery† (cluster 3. 2) and â€Å"Industrial Economics† (cluster 4). For the purposes of our analysis we shall have a closer look at the â€Å"Management† cluster, since it is here where the connection between innovation and Project Management can be found. In fact â€Å"Management† is the smallest cluster within the entire network of innovation scholars, consisting of only 22 scholars, mainly sociologists and management scholars, with a geographical bias towards the USA. This small number of scholars (22) is in sharp contrast with the biggest clusters ? â€Å"Geography and Policy† (298 scholars) or â€Å"Schumpeter Crowd† (309). In terms of publication preferences, apart from Research Policy, the favorite journal for innovation scholars, members of â€Å"Management† cluster see management journals as the most relevant publishing outlets, particularly Journal of Product Innovation Management, Management Science and Strategic Management Journal. Fagerberg and Verspagen (2009, p. 29) see a strong link between innovation and management and provide a following description: â€Å"Management is to some extent a cross-disciplinary field by default and firm-level innovation falls naturally within its portfolio. †¦. So between innovation studies and management there clearly is some common ground†. Project Management The project management as a human activity has a long history; e. g. construction of Egyptian pyramids in 2000 BC may be regarded as a project activity. However, the start for the modern Project Management era, as a distinctive research area, was in the 1950s. Maylor (2005) determines three major stages of the PM historical development. Before the 1950s, the PM as such was not recognized. In the 1950s, tools and techniques were developed to support the management of complex projects. The dominant thinking was based on â€Å"one best way† approach, based on numerical methods. The third stage, from the 1990s onwards is characterized by the changing environment in which projects take place. It is more and more realized that a project management approach should be contingent upon its context. It is also noted that a shift is observed over time in development of project management – from focus on sole project management to the broader management of projects and strategic project management (Fangel, 1993; Morris, 1994; Bryde, 2003). Reflecting these changes in the managerial practices, the body of academic literature on PM has evolved and burgeoned. International Journal of Project Management and Project Management Journals became the flagship publication outlets for PM scholars and practitioners. A large number of (managerial) handbooks outlining the methods and techniques of PM have been published, e. g. Andersen et al (2004), Bruijn et al (2004) Kerzner (2005), Maylor (2005), Meredith and Mantel (2006), Muller (2009), Roberts (2007), Turner (1999), Turner and Turner (2008). Despite a growing number of publications, there is no unified theoretical basis and there is no unified theory of project management, due to its multidisciplinary nature (Smyth and Morris, 2007). Project management has a more applied nature than other management disciplines. Although the PM has formed as a distinct research field, there is no universal, generally accepted definition of a project and project management. Turner (1999) develops a generic definition of a project: A project is an endeavor in which human, financial and material resources are organized in a novel way to undertake a unique scope of work, of given specification, which constraints of cost and time, so as to achieve beneficial change defined by quantitative and qualitative objectives. There have been several attempts to provide an overview of the state-of-the-art research in PM and outline its trends and future directions (e. g. , PMI, 2004; Betts and Lansley, 1995; Themistocleous and Wearne, 2003; Crawford et al, 2006; Kloppenberg and Opfer, 2002). In a recent article, Kwak and Anbari (2009) review relevant academic journals and identify eight allied disciplines, in which PM is being applied and developed. These disciplines include such areas as Operation Management, Organizational Behavior, Information Technology, Engineering and Construction, Strategy/Integration, Project Finance and Accounting, and Quality and Management. Notably, one of these eight allied disciplines is â€Å"Technology Application / Innovation / New Product Development / Research and Development†. The authors found that only 11% of journal publications on the subject of project management fell under the â€Å"Innovation† heading. Yet, importantly, this area showed sustained upward interest, and hence the number of publications, since the 1960s. Overall, Kwak and Anbari (2009) conclude that the mainstream PM research proceeds largely in the â€Å"Strategy / Integration / Portfolio Management / Value of PM / Marketing† direction (30% of all publications examined by the authors). PM AND INNOVATION: THE PAST Projects in one form or another have been undertaken for millennia, but it was only in the latter part of the 20th century people started talking about ‘project management’. Earlier endeavors were seen as acts of worship, engineering or nation building. And the people controlling the endeavors saw themselves as members of groups focused on specific callings such as generals, priests and architects. There is an important distinction to be drawn here between projects: ‘a temporary Endeavour undertaken to create a unique product, service or result’ and the profession of project management; or at least ‘modern project management’. For a discipline to be considered a profession a number of attributes are generally considered necessary; these are: †¢ Practitioners are required to meet formal educational and entry requirements, †¢ autonomy over the terms and conditions of practice, a code of ethics, †¢ a commitment to service ideals, †¢ a monopoly over a discrete body of knowledge and related skills. Within this context, project management is best considered an ‘emerging profession’ that has developed during the last 30 to 40 years. Over this period project management associations around the world have developed a generally consistent view of the processes involved in ‘project management’, encoded these views into ‘Bodies of Knowledge’ (BoKs), described competent behaviors and are now certifying knowledgeable and/or competent ‘Project Managers’. Certainly, if ‘modern project management’ does not qualify as a fully fledged profession at this point in time, it will evolve into one fairly quickly. The Evolution of Project Management Tools The central theme running through the various project management concepts is that project management is an integrative process that has at its core, the balancing of the ‘iron triangle’ of time, cost and output. All three facets must be present for a management process to be considered project management. The evolution of cost and scope control into relatively precise processes occurred during the 14th and 18th Centuries respectively. Time management lacked effective measurement and control until the emergence of ‘critical path’ scheduling in the 1960s. The branch of management that gave rise to the development of the Critical Path Method of scheduling was Operational Research (OR). OR is an interdisciplinary science which uses methods such as mathematical modeling and statistics to assist decision making in complex real-world situations. It is distinguished by its ability to look at and improve an entire system, rather than concentrating on specific processes which was the focus of Taylor’s ‘scientific management’. The growth of OR was facilitated by the increasing availability and power of computers which were needed to carry out the large numbers of calculations typically required to analyze a system. [pic] Figure 1. The Iron Triangle The first ‘project’ to add science to the process of time control was undertaken by Kelley and Walker to develop the Critical Path Method (CPM) for E. I. du Pont de Numours. In 1956/57 Kelly and Walker started developing the algorithms that became CPM. The program they developed was trialled on plant shutdowns in 1957 And the first paper on critical path scheduling was published in 1959. The critical meeting to approve this project was held on the 7th May 1957 in Newark, Delaware, where DuPont and Remington Rand jointly committed US$226,400 to fund the project. The foundations of modern project management were laid in 1957; but it took another 12 years before Dr Martin Barnes first described the ‘iron triangle’ of time, cost and output in a course he developed for his UK clients in 1969 called ‘Time and Money in Contract Control’. PM AND INNOVATION: THE FUTURE Defining PM for Future The biggest challenge facing project management is answering the question ‘what is a project? ’ Until this question can be answered unambiguously the foundation of project management cannot be defined. Current definitions such as the PMBOK’s ‘a temporary endeavor undertaken to create a unique product, service or result’ can apply to the baking of a cake as easily as the construction of a multi story building. They are both temporary endeavors to create a unique outcome but in all probability the baking of a cake is not a project. The traditional view of projects embedded in the various BoKs is derived from both the management theories underpinning ‘modern project management’ and the industrial base of early project management practitioners (construction / defense / engineering). The BoKs tend to treat projects as naturally occurring entities that need to be managed. This is an easy enough assumption when focusing on a building or a battle ship. There is a physical presence that occupies a defined space that needs creating in a defined timeframe to a defined scope. This view assumes project exists and project management is about transforming the raw materials of the project into a finished and useful form. Consequently it is the presence of the project itself that defines ‘project management’. The PMBOKs version is ‘The application of knowledge, skills, tools and techniques to project activities to meet project requirements’. However, if we cannot precisely define a ‘project’, there is no basis for project management and consequently no foundation for a useable theory of project management. Researchers and academics are starting to reverse the idea that a project is necessary for project management to exist and suggest it is the application of ‘project management’ to an endeavour that creates a project. Some of the ideas being discussed include: †¢ Projects as ‘Temporary Knowledge Organizations (TKOs)’. This school of thought focuses on the idea that the primary instrument of project management is the project team and the recognition that predictability is not a reality of project management. Some key ideas include: o The concept of the project team as a ‘complex adaptive system (or organism)’, living on the ‘edge of chaos’; responding and adapting to its surroundings (ie the project’s stakeholders) offers one new set of insights. o The idea of ‘Nonlinearity’ suggests that you can do the same thing several times over and get completely different results. Small differences may lead to big changes whilst big variations may have minimal effect. This idea questions the validity of ‘detailed programming’ attempting to predict the path of a project (the ‘butterfly effect’, constrained by ‘strange attractors’). The concept of ‘Complex Responsive Processes of Relating’ (CRPR) puts emphasis on the interaction among people and the essentially responsive and participative nature of the human processes of organizing and relating. According to the modern trend in these field, consequence of accepting these theories is to shift the focus of ‘project management’ from the object of the project to the people involved in the project (ie, its stakeholders), and to recognize that it is people who create the project, work on the project and close the project with all innovation. Consequently the purpose of most if not all project ‘control documents’ such as schedules and cost plans shift from being an attempt to ‘control the future’ this is impossible; to a process for communicating with and influencing stakeholders to encourage and guide their involvement in the project. Notwithstanding the advantages of project management, it would be unreasonable to expect all innovation to be carried out through projects. In fact, many ideas are generated by employees in a company on a regular basis, not only within project teams. Thus, there is certainly a room for functional, on-going organization of innovation process. Even more so, in certain situations project management can be detrimental to innovation. Aggeri and Segrestin (2007) show that the recent project development methods in automotive industry can induce negative effects on collective learning processes and these effects have managerial implications for innovative developments. Argument for Managing Innovation in Projects The origins of project management in the manufacturing and construction ndustries determine an engineering perspective, viewing a project as a task-focused entity, proceeding in a linear or similar way from the point of initiation to implementation. This view prevailed until comparatively recently. This view is seemingly in stark contrast with the nature of innovation. It is increasingly being acknowledged that the innovation is a complex non-linear process. The earliest view on innovation process as a pipeline model (whereby a given input is transformed to a specific output) has been largely abandoned. Presently, however, project management is increasingly recognised as a key generic skill for business management (Fangel, 1993), rather than a planning-oriented technique or an application of engineering sciences and optimization theory, in which project management has its roots (Soderlund, 2004). The â€Å"management by projects† has emerged as general mode of organizing for all forms of enterprise (Turner 2003). This new conceptualization of project management enables to embrace the non-linear nature of innovation. Even a creative and non-linear nature of innovation is often characterized as an organizational or management process, rather than spontaneous improvisation. Davila et al. (2006) state, Innovation, like many business functions, is a management process that requires specific tools, rules, and discipline. Hence, a project, with its defined objective, scope, budget and limitations, can be an appropriate setting of innovation. The other closely linked element in the new world of project management with innovation is embracing uncertainty. Writing on paper cannot control the future! Schedules do not control time; cost plans do not control costs. Plans outline a possible future and provided a basis for recognizing when things ‘are not going to plan’. For innovation project management to succeed, both project and senior management are going to need to embrace uncertainty and learn skills to manage it rather than expecting predictability and inevitably being disappointed by the variability of ‘reality’ as it unfolds. Challenges of Empirical Studies Scarcity and unreliability, or even lack of data poses a big challenge in research in both innovation and project management. A macro-level research n PM is obstructed by the lack of data on the number of projects, carried out by firms and public institutions, and their characteristics. Problems stem from the definition of a project and the non-disclosure policy of most companies. In such circumstances, PM research has tended to rely on case-studies or on small-scale tailor-made surveys. There i s a widely acknowledged lack of large-scale empirical research in PM (Kloppenborg and Opfer, 2002; Soderlund, 2004). It is claimed that the Independent Project Analysis (IPA) is the market leader in quantitative analysis of project management systems, i. . in project evaluation and project system benchmarking (IPA, 2007). All IPA analyses and research are based on proprietary databases. As of mid-2009, IPA’s databases contain more than 11,000 projects of all sizes ($20,000 to $25 billion) executed across the world. Each year, approximately 1,000 projects are added with representation from the many different industries served by IPA. Each project in our databases is characterized by over 2,000 project attributes, including technology, project scope, project type, project costs, year of authorization, and geographical location (IPA 2009). All information contained in the IPA databases is carefully protected and kept as confidential proprietary data (IPA, 2009). Due to the issues of confidentiality, access for academic researchers is restricted. In the innovation field, academic community has been increasingly using several sources of data, such as granted patents, tailor-made surveys, as well as other data provided by national statistical offices. European research on innovation uses several instruments to obtain data on innovation indicators and to assess national innovation performance. The two main instruments are the Community Innovation Survey (CIS) and the European Innovation Scorecard (EIS). As of 2009, five successful CIS surveys have been carried out: CIS1 (1992), CIS2 (1996), CIS3 (2001), CIS4 (2004) and CIS 2006. Each new round was characterized by an improved questionnaire, in line with the evolution of understanding of the phenomenon of innovation. The more recent surveys embraced understanding of innovation in a broader sense, and for example, paid more attention to service innovations. Further, it is expected that the future surveys will also include management techniques, organizational change, environmental benefits, and design and marketing issues. We argue that, taken into consideration the growing relevance of innovation projects, a clearer and explicit wording should be used in CIS questionnaire for determining whether innovation is organized and carried out in projects or functionally. CONCLUSIONS Innovation studies and project management as distinctive disciplines have been developing in a relative isolation from each other. The analysis in innovation studies domain has rarely explored the mechanisms and patterns of innovation in projects in contrast to traditional (functional or hierarchical) organization. However, since innovation management in companies is increasingly organized in projects, it is of utmost importance to directly address the interplay between innovation management and project management. In this paper, based on the relevant literature and insights from practice, we conceptually examined the relationships between these two research areas aiming at bridging the gap between them. It is widely acknowledged within the discipline of innovation studies that there is a high percentage of failure of innovation initiatives, in other words, failure is inevitable when managing innovation. The key skill set of the competent project manager will be identifying and managing stakeholder expectations using tools such as the Stakeholder circle to help identify the project’s key stakeholders. Innovation is perceived as a luxury, not as a necessity. Therefore, it is of high priority to manage innovation effectively and efficiently with constrained budgets.