Субсидіарна відповідальність холдингової компанії за зобов’язаннями корпоративних підприємств.
Yu. Pavlyuchenko, Н.А. Ибрагимова
Abstract
Yu. Pavlyuchenko, Н.А. Ибрагимова
Abstract
The article analyzes the reasons and conditions of vicarious liability for the obligations of the holding company of the corporate enterprises. The study is based on the analysis of general theoretical understanding of vicarious liability and its features in combination with the analysis of the norms of the Commercial Code of Ukraine regarding the establishment of a holding company subsidiary liability for obligations of corporate enterprises and their application. The study analyzes the international experience of establishing the responsibility of the parent company for the obligations of its subsidiaries on the basis of «lifting the corporate veil», which is taken into account when drawing conclusions. It noted the need to expand the grounds of vicarious liability of the holding company by the inclusion of nonperformance or improper performance of the corporate enterprise business obligation or breach of the rules of economic activity. In the study of the conditions of vicarious liability holding company paid attention to the analysis of the concept of abuse of rights. On this basis, it proposed as a condition of vicarious liability for the obligations of the holding company of the corporate enterprise abuse by this company the right to manage such an enterprise. The study findings are formulated with respect to the bases and conditions of vicarious liability for the obligations of the holding company of the corporate enterprises are prompted to enter the subsidiary liability of the holding company.
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The article analyzes the reasons and conditions of vicarious liability for the obligations of the holding company of the corporate enterprises. The study is based on the analysis of general theoretical understanding of vicarious liability and its features in combination with the analysis of the norms of the Commercial Code of Ukraine regarding the establishment of a holding company subsidiary liability for obligations of corporate enterprises and their application. The study analyzes the international experience of establishing the responsibility of the parent company for the obligations of its subsidiaries on the basis of «lifting the corporate veil», which is taken into account when drawing conclusions. It noted the need to expand the grounds of vicarious liability of the holding company by the inclusion of nonperformance or improper performance of the corporate enterprise business obligation or breach of the rules of economic activity. In the study of the conditions of vicarious liability holding company paid attention to the analysis of the concept of abuse of rights. On this basis, it proposed as a condition of vicarious liability for the obligations of the holding company of the corporate enterprise abuse by this company the right to manage such an enterprise. The study findings are formulated with respect to the bases and conditions of vicarious liability for the obligations of the holding company of the corporate enterprises are prompted to enter the subsidiary liability of the holding company.
Key concepts: Vicarious liability, Subsidiary, Liability, Business, Obligation, Parent company, Limited liability, Limited liability partnership