Abstract:

Corporate groups constitute the dominant organisational form of contemporary business activity. Their operation, however, raises significant legal challenges arising from the tension between the interests of the corporate group as an integrated economic enterprise and those of its individual subsidiaries. In this context, particular attention must be paid to defining the permissible scope of parental control over subsidiary companies and determining the liability of directors and officers for decisions adopted in pursuit of the interests of the group as a whole.
The purpose of this article is to identify and critically evaluate the principal regulatory models governing the relationship between group interest and the interests of individual subsidiaries, with particular emphasis on the Rozenblum doctrine and the solutions adopted in selected systems of group company law. A further objective is to assess the influence of foreign legal concepts on the evolution of contemporary holding law and to examine their significance for the protection of creditors, minority shareholders, and members of the management bodies of subsidiary companies.
The study employs doctrinal legal analysis, comparative legal methodology, and a review of the relevant academic literature and case law. The analysis encompasses legal solutions developed in the United States, Germany, France, Italy, and Spain, with particular attention devoted to parent company liability, the protection of subsidiary companies, and the concept of group interest.
The findings demonstrate that contemporary systems of group company law have developed three principal regulatory approaches: the parent-interest primacy model, the balancing-of-interests model, and the subsidiary-interest primacy model. A particularly influential role in the development of the balancing-of-interests approach has been played by the French Rozenblum doctrine, which permits the consideration of group interest when assessing the conduct of the management bodies of subsidiary companies. The study further reveals that European regulatory frameworks increasingly seek to reconcile the economic unity of corporate groups with the principle of separate legal personality, while simultaneously ensuring adequate protection for creditors and minority shareholders. In this regard, the Italian framework governing parent company liability and the German concept of the faktischer Konzern (de facto corporate group) have exerted a particularly significant influence on the development of contemporary group company law.