Groups of Companies As a Challenge to Nordic Regulators and Judiciary

Abstract

The Nordic countries have adopted very similar rules on groups of companies, most of these going back to the company law reforms in the 1970s. A few of the rules adopted are unique in an international context. The regulation in place is however in no way a fully-fledged group law, and consequently it has been left to the courts in the Nordic countries to fill the gaps. The courts have shown that they are willing to use the general clause, use liability constructions for parent companies, pierce the corporate veil, and even introduce a duty of loyalty for shareholders to cope with situations where there is a need to adjust the consequences of the operations of groups.

Keywords: Corporate sustainability due diligence, De facto manager, definition of a group of companies, duty of loyalty for shareholders, general clause, group governance, pierce the corporate veil, Rozenblum doctrine