Today we see more and more companies restructuring their organisations and facing liability issues with respect to their activities in different jurisdictions. The trend to centralise management functions in a holding company, with directors of holdings also serving as directors of affiliates, increases the risk of liability issues to a considerable extent. Thus, a good governance model within companies maintains still a central factor.
The CMS Corporate Practice Group launched the CMS Guide on Liability of Holding Companies, an updated and extended version of our existing brochure from 2010. This CMS Guide is an excellent piece of know-how to help clients assess the liability of a holding company for the behaviour of an affiliate. This publication sets out a summary of the basic principles pertaining to liability within corporate groups as applied in 14 of the CMS European jurisdictions, as for example:
- Liability of companies for acts undertaken by their affiliates
- What kind of liability may arise?
- Who can be held liable?
- Relevant damages
- Publication requirements
- Exercise of corporate control and possible consequences
- Group liability and bankruptcy
- Avoidance of liability for mismanagement
We believe that the attached PDF of the Guide itself offers you a general overview. However, we would be delighted to expand on any issue raised by the Guide and to introduce you to an appropriate CMS lawyer in any jurisdiction of particular interest to you.