Group Company Liability

Eur Bus Org Law Rev (2018), Vol. 20, pp. 1–26

Faculty of Laws University College London Law Research Paper No. 1/2018

24 Pages Posted: 27 Nov 2018 Last revised: 28 Nov 2018

See all articles by Martin Petrin

Martin Petrin

University College London - Faculty of Laws

Barnali Choudhury

University College London - Faculty of Laws

Date Written: October 1, 2018

Abstract

According to a universal bedrock principle of corporate law, corporations have separate legal personality and limited liability. These principles apply equally to corporate groups. Accordingly, a parent company is normally not liable for legal infractions and unpaid debts of its subsidiaries. In relation to torts and other misconduct committed by corporations, however, the bedrock principles of corporate law are increasingly subject to criticism, in particular where such claims cannot be brought by tort victims due to undercapitalization of subsidiaries, among other problems.

While the doctrine of veil piercing may allow for relief in certain scenarios, this practice has fallen out of favour with many courts and the legal requirements for doing so have become increasingly strict. Thus, courts have developed new approaches to holding parent companies liable such as holding the parent directly liable.

In view of these significant shifts, this article examines the law and policy considerations governing parent company and—more broadly—group liability. It argues that reform is necessary, which may be found in a model that involves combinations of voting equity ownership-based enterprise liability concepts with modified vicarious liability for corporations.

Keywords: Group company, parent company, liability, limited liability, multinational corporations, networks, vicarious liability, torts, human rights, veil piercing, Chandler v Cape

JEL Classification: K00, K13, K14, K22

Suggested Citation

Petrin, Martin and Choudhury, Barnali, Group Company Liability (October 1, 2018). Eur Bus Org Law Rev (2018), Vol. 20, pp. 1–26; Faculty of Laws University College London Law Research Paper No. 1/2018. Available at SSRN: https://ssrn.com/abstract=3284380

Martin Petrin (Contact Author)

University College London - Faculty of Laws ( email )

London WC1E OEG
United Kingdom

Barnali Choudhury

University College London - Faculty of Laws ( email )

Bentham House, Endsleigh Gardens
London, WC1E OEG
United Kingdom

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