This thesis examines approaches to establishing liability in corporate groups. It considers the problem that arises when an insolvent subsidiary's tort creditors suffer personal injury, and try to pursue recourse against other group companies - especially the parent company. Courts have tried to provide answers regarding the parent company's liability for the torts of their subsidiaries, but have had limited success. The thesis reveals difficulty in extending liability to the parent company by way of insolvency law provisions, and by piercing the corporate veil. It recounts the hesitation of the courts in broadening their perspective beyond individual companies, so as to take the group itself as the responsible entity. The thesis points, furthermore, to shortcomings in proposals for a new rule of unlimited pro rata liability. Motivated by the inadequacy of current solutions to this pressing group problem, the thesis explores alternative tort law remedies under an approach suggested by the Supreme Court in the leading cases of VTB Capital Plc v Nutritek International Corp and others and Prest v Petrodel Resources Ltd. Chapter III discusses the role of tort of negligence in establishing the parent company's liability. The work analyses case law decisions on how to widen the application of negligence in the corporate group context, and compares UK law with relevant United States' and Australian case law. Since this group problem involves multiple legal entities, Chapters IV and V evaluate the possibility of using the doctrine of joint tortfeasance and/or the theory of vicarious liability in establishing the parent company's liability for its subsidiary company's torts. These two doctrines' extensions in corporate tort cases are seldom discussed in the literature. To conclude, tort law solutions, especially the doctrines of tort of negligence and joint tortfeasance based on participations are recommended to be further developed for corporate tort problems.

Law of corporate groups deals with legal issues arising from the economic unity of the corporate group as a whole and the separate legal personalities of its individual members. This leads to a conflict between the interests of a parent company and the interests of its subsidiary. By using a comparative method, I analyzed in this thesis the laws of Germany, France, Great Britain and the U.S. to see how these countries regulate corporate groups and how they deal with the problems associated with them. Generally, legal approaches to the regulation of corporate groups can be divided into two groups - the German model that creates a complex system of special rules regulating corporate groups, and a model that regulates only specific aspects of corporate groups and leaves the solution of all other problems to the general regulation of corporations and judicial decisions. In the German model, it is possible to prefer the interests of the whole group at the expenses of the interests of a subsidiary under certain conditions, whereas the majority of legal systems adhere to the duty of loyalty. Moreover, the majority of legal systems prefer to provide instruments for the direct protection of subjects endangered by the creation of a corporate group, while German law focuses mainly on protection of the subsidiary....

The paper focuses on insolvency of groups of companies. The analysis starts with description of the main feature of the group of companies, i.e. corporation. It points out situations when legal and property autonomy is suppressed by quasi-piercing or liability of the management for influencing of the corporation or wrongful trading. It further analyses the concept of group of companies as en economics term and corporate group and concern as a legal term. It puts into juxtaposition entity and enterprise approach towards group of companies and points out that the enterprise approach is often used by public law systems, such as competition law, which happens as a result of lack of legal tools to reflect the economic reality. After economic analysis of insolvency and tools insolvency law has to offer the paper focuses on the main topic of the paper. It is pointed out that a concern law is only a system of liabilities for damage and as such cannot be easily linked to insolvency procedure, the exception being for example protesting against transactions carried out by the debtor in the past, which comes at greatly cost for legal uncertainty. It is also highly problematic that upon initiation of insolvency proceeding a positive going concern value is automatically lost. It is further pointed out that the system of...

Holding company as matter of fact In the 19th century the concept of artificial legal persons as independent legal entities separate from their shareholders was created. The joining of companies into corporate groups is in contradiction with the abovementioned concept. Nevertheless, corporate groups are a reality and every legislator had to deal with this issue and create sufficient legislation, considering the protection of minority shareholders on the one hand and the possibilities of the evolution of corporate groups on the other hand. Current Czech legislation regarding corporate groups is more than 10 years old and yet there are still contradictions in the interpretation of the basic provisions of the law of corporate groups amongst experts. My thesis is divided into two parts: the first part consists of the interpretation of the basic provisions of the Commercial Code regarding corporate groups. I used all the basic methods of interpretation, especially the comparison of different expert opinions to provide complex and clear interpretation. The goal of the first part was to point out the abovementioned contradictions and offer my own point of view to readers. In the second part of the thesis, I focused on the option of the holding company to force the controlled company to enter into an...

Legal regime of a group company after recodification of private law in the CR The issue of company group legislation is a topic increasingly discussed in the modern times. There are some questions that a legislator must ask: whether to allow the formation of corporate groups in the first place; if so, to what extent should disadvantageous instructs towards the subsidiary be permitted; how to handle the compensation for the damage caused by such instructs; in what manner to protect minority company members and creditors of the subsidiary. The recodification of private law in the Czech Republic has brought a new legislation of company groups in an attempt to introduce group enabling law in reaction to recent trends discussed on European level. The first part of this thesis concentrates on bases on which the legislation in the Czech Business Corporation Act is built, including a brief comparison of German and French concept of corporate company law, the doctrine of piercing the corporate veil and recent discussions on European level. The second part deals with the new term of influence and the first degree of company groups. It focuses mainly on the legal presumptions of control, the definition of concerted action and the topic of the majority partner. In the third part there is a detailed analysis of...

Title of the thesis: New Czech corporate group law - the French Rozenblum concept, the German Konzernrecht or a third approach? This thesis aims to analyse the legal regulation of groups of companies in the Czech Republic after the recodification of private law, set against the backdrop of the French concept Rozenblum and the German model of regulation of groups of companies. The references and comparison with the Italian legal regulation as well as with model company statute European Model Company Act are also made in the corresponding parts of the thesis. The thesis is divided into three chapters. The first chapter describes the main characteristics of the two important regulatory models of groups of companies in Europe, namely the German and the French model, and forms a basis for the analysis in the following chapters. The chapter then proceeds to outline the legal framework governing groups of companies in Italy as well as the regulation proposed for groups of companies in European Model Company Act and to describe the development of reflections and approaches of the European Union towards the phenomenon of groups of companies. The second chapter deals with the description of group of companies. Firstly, there is an attempt to characterise a corporate group in general, followed by its legal...

Huvudregeln inom svensk skatterätt är att ränteutgifter ska dras av inom inkomstslaget nä- ringsverksamhet. För ett antal år sedan uppmärksammade Skatteverket ett förfarande där internationella koncernbolag utnyttjade den fria avdragsrätten i ett skatteplanerings hänse- ende. Höga vinster i svenska bolag flyttades genom höga räntor på interna lån till bolag i lågbeskattade länder. Efter ledande praxis visade det sig att möjligheten till att angripa för- farandet genom lag saknades och Skatteverkets kartläggning visade att ränteavdrag av skat- teplaneringsskäl utnyttjades i hög utsträckning, uppmärksammades behovet av lagstiftning på området. I syfte att förhindra förfarandet, som givits smeknamnet räntesnurror, infördes lagstiftning gällande ränteavdragsbegränsningar år 2009. Skatteverkets fortsatta kartläggningar tyder på att det trots införandet av lagstiftningen finns betydande möjligheter för bolag att undgå bolagsbeskattning i Sverige. Lagens ut- formning har oönskade effekter, den är oförutsebar och miljardtals kronor försvinner från den svenska skattebasen årligen. I mars 2012 lade finansdepartementet fram ett förslag till effektivare ränteavdragsbegränsningar. Syftet med denna uppsats är att analysera lagförsla- get i finansdepartementets nya promemoria gällande effektivare ränteavdragsbegränsningar utifrån ändamålet om att förhindra skatteplanering jämfört med dagens lagstiftning. Efter en granskning av förslaget och den kritik det bemött jämfört med dagens lagstiftning fram- kommer att förslaget bättre uppfyller statens mål om att förhindra skatteplanering. Ur ett bolagsperspektiv förefaller förslaget dock utöka oförutsebarheten och vara något väl om- fattande. Slutsatsen är att förslaget bättre uppfyller målet om att förhindra skatteplanering genom ränteavdrag men att det bör bearbetas för att inte missgynna näringslivet. / <img src="file:///page3image4536" /> The general principal within Swedish tax law is that interest expenses are deductible on in- come derived from business. A procedure, where international corporate groups abused the right of interest deduction in order to accomplish tax avoidance, was discovered a few years ago. High profits in Swedish companies were moved to companies in tax havens through high interest rates. After established practice showed that there lacked a possibility of preventing these procedures and the Swedish Tax authority discovered the extent of which they were used the need of extended regulations for interest deductions became clear. In order to prevent these procedures, new rules regarding interest deduction were laid down in law during year 2009. The tax authority’s researches showed that even though new regulations had been laid down there still existed a substantial possibility for companies to avoid tax in Sweden. The regulations today have an undesirable effect, are unpredictable and allow billions of kroner to disappear from the Swedish tax base each year. In March 2012 the ministry of finance presented a proposal for more effective regulations on interest deduction. The objective this thesis is to analyse the proposed regulations in comparison to current legislation in the light of preventing tax avoidance. After a review of the proposal and the criticism it has re- ceived, compared to the current legislation, it appears that the proposed regulations better can accomplish the states goal of preventing tax avoidance. However when the new regula- tions are seen through a company perspective they seem to be too extensive and increase unpredictability. The conclusion is nonetheless that the proposal better fulfils the goal of preventing tax avoidance through interest deduction, however it is in need of some changes in order to not disbenefit the industrial economy.

This thesis is a study on solutions for cross-border insolvency of multinational corporate groups, with particular reference to the EU Regulation on insolvency proceedings recast 2015 (EIR Recast). Multinational corporate groups are important players in the modern business world; how to treat them in cross-border insolvency context has been hotly debated. The main issue is how to preserve the value of the group under circumstances where member companies in the same group are in more than one country and subject to more than one set of insolvency law. The existing solutions include substantive consolidation, procedural consolidation proposed by cross-border insolvency law scholars, market/hybrid legal solutions aiming to avoid group-wide insolvency, and the EIR recast which unprecedentedly provides 'group coordination proceedings' to respond to this issue as a procedural cooperation framework. All these solutions will be examined in this thesis in the light of insolvency law/cross-border insolvency law theories and multinational enterprises theories. The aim of this thesis is to examine the existing solutions for cross-border insolvency of multinational corporate groups on the basis of a combination of insolvency law/cross-border insolvency law theories and multinational enterprises theories. The thesis starts from theoretical grounds of corporate rescue and argues that preservation of going concern value and respecting entity law are the goals of corporate rescue law. It further considers theories regarding multinational enterprises and its implications on developing cross-border insolvency solutions for multinational corporate groups. With an understanding of relevant theories, the thesis examines the procedural consolidation solution which focuses on insolvency jurisdictional rules. The result is that procedural consolidation may not be in line with the reality of how the groups are operated and may not provide certainty to the creditors and market. The thesis moves on to examine the market/hybrid legal solutions which purport to be able to avoid group-wide cross-border insolvency. It shows certain merits of these solutions and also reveals the limitations and uncertainty of them. Finally, it argues that a general insolvency cooperation framework- the new group coordination proceedings- is desirable to work as an alternative to the above-mentioned solutions with improved certainty. The thesis tries to improve the utility of the proceedings by providing a recommendation to one of their main weaknesses-the opt-out mechanism.

El estudio se propone evidenciar la problemática que representa los Grupos de Empresas, los vacíos que se encuentran en la legislación y estudiar la conveniencia de sistematizar las normas que se vinculan con su desenvolvimiento. / Trabajo de investigación

Submitted by Filipe dos Santos (fsantos@pucsp.br) on 2017-03-31T11:47:20Z No. of bitstreams: 1 Maria Isabel Vergueiro de Almeida Fontana.pdf: 702751 bytes, checksum: 8d69c5a3f12d1f534657202ed6ee6dbd (MD5) / Made available in DSpace on 2017-03-31T11:47:20Z (GMT). No. of bitstreams: 1 Maria Isabel Vergueiro de Almeida Fontana.pdf: 702751 bytes, checksum: 8d69c5a3f12d1f534657202ed6ee6dbd (MD5) Previous issue date: 2017-03-20 / Analysis of the corporate groups under a corporate, procedural and concursal point of view and the consequences related to the inadequacy of the Corporate Law (Law 6404/76) in stipulating the total autonomy of the companies that compose the groups and also the omission of Bankruptcy Law (Law 11.101/05) about the judicial reorganization of corporate groups. Study of the procedural and substantial consolidation as exceptional measures to be adopted in judicial reorganization proceedings of corporate groups. Examination of the unfolding of the judicial reorganization jointly requested, such as presentation of the creditors lists and judicial reorganization plan, and how the creditors meetings, voting and quorum shall take place / Este trabalho analisa os grupos de sociedades sob o ponto de vista societário, processual e concursal, e as consequências decorrentes da inadequação da Lei das S.A ao exigir a absoluta autonomia das sociedades que compõem o grupo, assim como a omissão da Lei 11.101/05 com relação à recuperação judicial de grupos de sociedades. O estudo avalia também a consolidação processual e substancial como métodos excepcionais a serem adotados na condução do processo de recuperação judicial de grupos de sociedades e tratamento dos respectivos credores. A dissertação analisa ainda os desdobramentos da recuperação judicial de grupos de sociedades em que há o processamento conjunto, como forma de apresentação de relação de credores e plano de recuperação judicial, e como devem ocorrer as assembleias gerais de credores, a votação do plano e o respectivo quórum de aprovação