## Facts

- Mr. Macaura was a majority shareholder and director of a company to which he had transferred timber.
- Macaura insured the timber in his personal name after it became company property.
- The timber was destroyed by fire, and Macaura sought to claim on the insurance policy taken in his own name for the loss.
- The insurer denied liability on the basis that Macaura was not the legal owner of the timber at the time of loss.

## Issues

1. Whether a shareholder, even if in full control of a company, has an insurable interest in company property.
2. Whether legal or equitable ownership is necessary for a valid insurable interest.
3. Whether the principles of separate corporate personality prevent a shareholder from claiming company property as their own for insurance purposes.

## Decision

- The House of Lords held that, upon transfer, the timber became the legal property of the company, not Macaura personally.
- As Macaura had no legal or equitable interest in the timber, he had no insurable interest in it and could not claim under the policy.
- The court reaffirmed that no shareholder has any proprietary right to the company’s assets, regardless of their shareholding or level of control.
- The attempt to claim as an insured party on company property was rejected, upholding a strict application of the corporate veil.

## Legal Principles

- The doctrine of separate legal personality means that once property is transferred to a company, it belongs solely to the company and not to any individual shareholder.
- Shareholders do not possess legal or equitable title to company assets; mere shareholding does not confer proprietary rights.
- To support an insurance claim, an insurable interest in the legal or equitable sense is required; control or shareholding is insufficient.
- The corporate veil shields a company from its shareholders and vice versa, and will not be pierced in the absence of fraud or improper conduct.
- The regime of limited liability is maintained through the strict separation between company assets and shareholder interests.

## Conclusion

Macaura v Northern Assurance Ltd [1925] AC 619 established that shareholders, however significant their interests, cannot insure company-owned assets in their own name due to lack of an insurable interest. This reinforces the foundational principle of separate legal personality, limiting shareholder rights over company property, and places the onus on correct identification of the legal owner in insurance and business practices.
