Corporate Group Law
ENCYCLOPEDIA OF EUROPEAN PRIVATE LAW, J. Basedow, Klaus J. Hopt & Reinhard Zimmermann, eds., Oxford University Press, 2011
9 Pages Posted: 6 Dec 2010
Date Written: December 22, 2009
The paper gives an overview of corporate group law in Europe. It first shows its background by making reference to the long-standing development in German corporate doctrine and the German codification, which has, however, not led to a harmonized group law in Europe. Instead, in the other member states group conflicts are dealt with by means of the conventional instruments of private and company law. On the European level, attempts to implement a European corporate group law on the basis of harmonization was ineffective. The pertinent regulations of the SE have not found their way into the regulation proposal of 1989, and the Ninth Directive of 1984/85 (Group Law Directive) also ended in failure. Instead, the debate has increasingly been focusing on the regulation of single group-specific interest conflicts, without setting the German model as the standard.
These conflicts of interest are looked at in more detail in the paper, in particular intra-group conflicts and the necessary consideration of the group interest and liability issues arising from directions of the management in the group interest and turning out to be detrimental to the subsidiary. Liability in these cases can be either strict and structural or it can rely on the idea of liability for conduct. Looking at the proposals on management duties, the conduct approach seems to be reflected by the different rules that have been introduced to the debate. Notwithstanding these discussions on single conflicts of interest, overall the debate and the ensuing proposals are marked by their merely fragmentary, field- and sector-specific character.
Keywords: Company Law, Subsidiary, Dominating Company, Company Interest, Affiliation Agreement, Societas Europaea/European Stock Corporation, Wrongful Trading, Action en Comblement du Passif
JEL Classification: G30, G32, G34, K22
Suggested Citation: Suggested Citation