The Legal Regime of Basic Multiplicities in Bankruptcy Proceedings

The paper substantiates the position that the entrepreneurial market is no longer a collection of individual participants one way or another interacting with each other through voluntary communication "clothed" in a legal form, but a potentially interdependent network, the presence of which is found in the conditions of a property crisis of one of its elements. In this vein, the bankruptcy procedure is an arena for the collision of multidirectional interests of multiplicities discovered in this process, the most important of which are the unions of the meeting of creditors. They engage persons included, together with the debtor, in a corporate group, qualified by the author as multiplicities of simple partnerships. These partnerships have a specific purpose, they arise at the moment of capital pooling (initiated by a corporate group) or objective bankruptcy (initiated by independent creditors), they are endowed with a certain amount of powers within the framework of the bankruptcy procedure with due regard to the specifics of their status and they cease to exist at the moment of an actual achievement of the set goal, which is not always connected with the termination of the trial. A feature of the studied varieties of a simple partnership is the predominant involuntary association of its participants when they are forced to interact with each other due to the insolvency of their counterparty. The uniqueness of this type of a partnership is manifested, among other things, in the form of a contribution to such a partnership, since, entering into civil law relations at the time of the objective solvency of the future debtor, his counterparties do not realize that their reciprocal contribution under the obligation is nothing more than "contribution" to the property (potentially bankruptcy) assets of the future partnership that arises at the time of actual bankruptcy of the person with whom they enter into a legal relationship. In addition, the author demonstartes the need to clarify the legal nature of this type of partnership, of which the debtor and related persons are members, in order to prevent the latter from participating in the bankruptcy process along with the debtor's independent creditors.

An Analysis of Network Structure in Mazda’s Yokokai using the DEC Spatial Model

By examining networks is possible to understand the nature of inter-firm relationships among organizational entities in any given corporate group, such as Toyota’s, Nissan’s or Mazda’s Keiretsu. Recently, a new three-dimensional spatial model has been developed that allows organizational scholars to ascertain the structure of a corporate group, the position of the individual firms, and the determinants of the firm performance. This new spatial paradigm –called the DEC spatial model– composed of degree, effective size and capacity that assessed the relationship between Euclidean distance and sales. Although it advances our understanding of networks, the bulk of the research is based on cross-sectional data, it is not possible ascertain the real nature of the relationship between the distance and sales. Instead, the analysis of networks requires using time series data as all the corporate members of a network are ongoing- concerns. To augment our understanding of the nature of inter-firms networks, the interrelationship between distance and sales is examined using time series data drawn from Mazda’s Yokokai in 1986, 2004 and 2005. More specifically, in this paper the data on transactions were collected and used to calculate the Euclidean distance using the DEC spatial model. The position and its determinants of all individual firms are identified and the trend of structure changes is discussed. Based on the findings of offered and avenues of future research are suggested.

THE CORPORATE GROUP: SYSTEM, DESIGN AND RESPONSIBILITY

Lungowe v Vedanta Resources plc presages more liberal criteria for determining when a parent company owes a duty of care to third parties injured by subsidiary activities. It invokes systems language and points to potential parent company liability for omissions in managing the group. This article develops these ideas. It portrays the corporate group in systems-managerial terms. The parent creates group-wide structures and deploys management strategies and integrating mechanisms that facilitate achievement of its purposes. It has a substantial causal influence upon subsidiary acts and omissions. Prima facie the parent cannot avoid extended liability claims by hiding behind the “pure omissions” rule.

Group Companies and Climate Justice

A string of corporate litigation cases in the United Kingdom highlights the role of corporate group structures in complicating efforts to impose liability on parent companies for the activities of their subsidiaries, particularly where those subsidiaries are located in the Global South. Corporate group structures serve to insulate parent companies against liability for actions of their subsidiaries. This is the case even where economic benefits accrue to parent companies, which are often incorporated in the Global North. These group structures cabin liability for environmental and climate harms within subsidiary companies through reliance on company law principles such as limited liability and separate legal personality. These company law principles allow parent companies to enjoy corporate profits from the activities of their subsidiaries but disavow liability for any environmental damage resulting from such activities. This dichotomy has obvious equity implications, which are exacerbated in the extractive industries and in the context of climate change. Negative climate impacts are and will be felt predominantly in the Global South. In addition, environmental damage removes avenues of climate adaptation for vulnerable populations. But company law principles are not impervious to these equity challenges. These principles have never been absolute and courts have consistently found exceptions to them, although those exceptions have fluctuated in effectiveness and frequency over the years. Recent decisions by the Court of Appeal and Supreme Court in the United Kingdom imposed duties on parent companies for environmental damage caused by their subsidiaries. Cases following the decision in Chandler v Cape Industries illustrate tension between company law as interpreted in the Global North, and climate and environmental justice as experienced in the Global South. Climate change forces a reconceptualization of company law, including transnational corporate liability. This paper argues that these reconsiderations are not only appropriate, but given the contested histories of many of these companies in the Global South, long overdue.

The Enforcement of Environmental Damages Judgement as a Basis for Piercing the Corporate Veil within a Corporate Group

The present article, on the basis of the high-profile Chevron case, rethinks the principle of corporate veil within a corporate group. It tries to convince the reader that a plaintiff holding an environmental damages judgement should be able to enforce it against any company in the corporate group of defendant regardless of the fact that such company was not a defendant in the underlying action (the new test). To attain this goal, firstly, the basic notions as an “environmental damages judgement,” a “corporate group,” and “the corporate veil” are explained. The article then elaborates on the importance of the corporate veil principle. Furthermore, it describes what would currently constitute a potential ground for piercing of the corporate veil in Canada. Later on, it provides a three-level justification for why the veil, in the described circumstances, should be pierced. Finally, the new test regarding piercing the corporate veil is proposed.

Bußgeldrechtliche Sanktionierung juristischer Personen im neuen Marktmissbrauchsrecht

The main cause of the financial market crisis was the lack of effective and deterrent sanctions for market abuse and the inadequate enforcement of these sanctions. The European legislator has addressed this shortcoming by massively tightening sanctions – especially fines against legal persons. The thesis examines new legal issues that arise in particular from the increasing regulatory density at the European level. The central object of investigation is the tension between the need for deterrent sanctions and the preservation of the principle of proportionality as well as other constitutional principles at the level of the individual company as well as the level of the corporate group.