| Abstract [eng] |
A group of companies should be defined as a combination of two or more companies (either public or private limited liability companies, or their equivalents in other countries), related together by means of various inner control (direct or indirect, formal or informal). This relationship between the companies concerned might emanate from a contract or factual links between them and comprise participation of one company (the parent company) in the capital of the other one (daughter company), holding the majority of the voting rights, ability to elect and remove the majority of members of managing or being in position as to exercise dominant influence of other kind, which is a means for the organisation of common group activities, having and implementing common financial, organisational business, human resources and other strategies. Three approaches have evolved for the regulation of corporate groups as well as solution of the economic and legal contradiction between the concepts of groups of companies. The most popular one is the so called entity approach to corporate groups. It dublicates the fundemental principles of traditional single companies, therefore, treats companies of corporate groups to be autonomous with limited shareholder (parent company) liability (only rare exceptions of piercing the corporate veil within groups of companies exist) for obligations of daughter companies and attributes fiduciary duties of members of managing bodies to a certain separate company of the group. The second approach is an opposite to entity model and finds groups of companies to be single business enterprises, therefore, unlimits the liability of parent companies for the obligations of daughter companies and allows the companies as well as members of managing bodies to act in the best interests of the enterprise (corporate group). This modern approach to corporate groups due to its revolutionism has not been fully implemented yet. Finally, the last one is the so called dualistic approach to corporate groups, as embodied in legal acts and jurisprudence of German Corporate law, combines the two above-mentioned models and regulates one sort of corporate groups (i. e. factual groups) under principles of entity law, whereas the other (i. e. contractual groups) are regulated by means of enterprise principles, trying, in this manner, to deal with liability problems within corporate groups. |
