While the principle of limited liability has been the central tenet of company law since it was adopted, the emergence of corporate group structures has lead legislators and judges in many jurisdictions to develop legal principles and rules aimed at dealing with the concept of who may be held legally responsible for the liabilities of companies within corporate groups.
In particular, there is increasing regulation and law which can make the ultimate holding company liable, irrespective of the group structure. How the holding company can be lawfully ring-fenced is a constant source of concern and analysis.
In this context, the CMS Corporate / M&A publication “Liability of Holding Companies” is an excellent piece of know-how to help clients assess whether and under which circumstances a holding company may be held liable for the behaviour of an affiliate. The Publication sets out a summary of the basic principles pertaining to liability within corporate groups as applied in 17 of the CMS European jurisdictions.
For more information, contact Pietro Cavasole.