Book contents
- Frontmatter
- Contents
- List of figures
- List of tables
- Preface and acknowledgments
- Glossary
- List of abbreviations
- Table of cases
- Table of legislation
- PART I The essential qualities of the corporation
- PART II The corporation and its capital
- PART III Governing the corporation
- PART IV Corporate combinations, groups and takeovers
- SUBPART A Mergers and acquisitions
- SUBPART B Companies in groups
- 23 Corporate groups
- SUBPART C The market for corporate control
- References
- Index
23 - Corporate groups
from SUBPART B - Companies in groups
- Frontmatter
- Contents
- List of figures
- List of tables
- Preface and acknowledgments
- Glossary
- List of abbreviations
- Table of cases
- Table of legislation
- PART I The essential qualities of the corporation
- PART II The corporation and its capital
- PART III Governing the corporation
- PART IV Corporate combinations, groups and takeovers
- SUBPART A Mergers and acquisitions
- SUBPART B Companies in groups
- 23 Corporate groups
- SUBPART C The market for corporate control
- References
- Index
Summary
Required reading
D: AktG, §§ 15–19, 291–293, 302–318; HGB, §§ 266, 290, 291
UK: CA 2006, secs. 1159, 1162, Schedules 6 and 7
US: DGCL, § 220(b)(2); Exchange Act, § 20; Securities Act, § 15
Corporate groups: governance by statutory rules and judicial standards
What are “corporate groups” and why are they formed?
The corporate group
We all know the names of some corporate groups. They produce everything from common consumer items like coffee and chocolate (e.g. Nestlé) to sophisticated products like pharmaceuticals (e.g. Bayer) and aircraft (e.g. Boeing). Aside from producing and selling products under a common name, what are corporate groups? Dean Phillip Blumberg, who has written as much as anyone about corporate groups, describes them as “enterprises organized in the form of a dominant parent corporation with scores or hundreds of subservient sub-holding, subsidiary, and affiliated companies. These typically conduct a single integrated enterprise under common control and often under a common public persona.” The words “dominant” and “subservient” in Dean Blumberg's description reveal what is unusual, problematic and interesting about corporate groups. When a corporation's central management gives instructions to its branch management and the latter transfers its profits at the close of an accounting period to the central account, we do not think of the central office as “dominating” a “subservient” branch office.
- Type
- Chapter
- Information
- Comparative Company LawText and Cases on the Laws Governing Corporations in Germany, the UK and the USA, pp. 677 - 752Publisher: Cambridge University PressPrint publication year: 2010