Concluding remarks
Concluding remarks:…
We will conclude with the overview of what was important in each of the sections.…
We will start from the notion of Lord Hoffmann in the decision of Meridian case: Any proposition about a company necessarily involves a reference to a set of rules. A company exists because there is a rule … which says that a persona ficta shall…
And in the same case of Law Lord: …
…There is in fact no such thing as the company as such, no “ding an sich”, only the…
Then we have made classification of applicable to the company attribution rules according…
I. Corporate liability in contractual obligations mainly arises from primary…
• Primary rules: these rules can be divided into two types, and is referred…
1) “Organs” – law governing internal relations of the corporate structure, lex societatis…
2) Corporate official (s) having representative authority the same as “organs” according…
• General (agency) rules: these rules are divided into more parts as we will…
1) “Organs” exceeds their actual authority – here actual authority is transferred…
2) Corporate official (s) having representative authority the same as “organs” according…
3) Other functionaries (not organs) included to the Articles of Association – apparent authority…
4) Other agents (e.g. employees or members of “organ”), but with special power of…
5) Shareholders’ power of attorney - actual authority and is subject to consensual agency,…
II. Non-contractual obligations:…
• General (vicarious) rules: actions of servants or agents, without representative authority, leading to vicarious liability of the company – the law which…
• Secondary rules: these rules are divided into two approaches 1) contextual…
1) contextual approach: construction of legislation is important, the law which is applicable to main obligation …
2) functional approach: directing mind theory is still relevant in common law, lex…
Relying on the investigations made in the literature, in the third section “General…
But where specific law on corporate groups exists, it may be applied mandatorily,…
For our further points it was important to stress one more time that lex societatis may…
Other essential aspects which are considered in the literature in relation to the…
As we could observed the main rules would be application of lex societatis, because primarily the issues related to the subsidiary are connected to its capacity, legal personality, and limited liability. On the other hand, it was discovered by authors that not always lex societatis of…
Thus, it was suggested in the literature that veil piercing doesn’t have necessarily…
For example, the parent corporation is liable as a de facto director of its subsidiary:…
After such complicated suggested scheme on the law applicable to veil piercing, we…
For contractual relations created by the corporate agents, authority types were important,…
In cases of piercing one of the main circumstances when a parent is held liable under…
Vicarious liability may be “found” in law which governs main non-contractual obligations,…
We also considered cases when agents commit a tort (not servants). If they act within…
Within secondary rules personal fault of the company in tort is found in the relevant…
Piercing of veil in case of tortuous obligations is quite common. We showed that…
We would add in the end that both attribution rules and piercing rules need harmonization.…
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