| Abstract [eng] |
The Master's thesis analyses the liability of a controlling company, as the sole participant in another legal entity, for the obligations of its subsidiary. The aim of the thesis is to examine the forms of liability of parent companies and to determine which and how abuses should be used to eliminate the privilege of limited liability for such entities. The first part of the thesis examines the concepts, definitions and differences between parent and controlling companies. It assesses whether/how the terms should be distinguished and discusses the characteristics of activities carried out on the basis of a controlling company. The second part analyses whether a controlling company can be a participant in a legal person which confers unlimited liability. It discusses the issue of the articles of incorporation as a possibility to extend the limits of liability and the conditions for lifting the veil. It assesses how and which cases of veil lifting are applied and what situations could be grounds for future veil lifting. The final part examines the specific cases of controlling company liability. The specific and existing case of a subsidiary committing competition law infringements is highlighted as a specific and existing case where the parent company may be held liable under the single economic unit doctrine. The possibility of imposing liability on the controlling company when its manager is recognised as the de facto manager of the subsidiary and the controlling company benefits from this is also analysed. This part highlights theoretical and practical examples of how subsidiaries should be managed to preserve the limited liability privilege. The Master's thesis concludes by answering the objectives set. The conclusions deal with issues relating to the concepts of the parent company, the choice of the type of liability under the articles of incorporation and the cases and conditions for the abolition of limited liability. |
