This essay will critically consider the corporate
This essay will critically see the corporate group construction in order to measure the cogency of the statement by the Company Law Review that enforcing an integrated government on groups of companies is non necessary. Particular respect will be paid to the relationship of a parent company to its subordinate company and the effects of the relationship on any possible liability of the parent for the Acts of the Apostless of the subordinate.
As the Company Law Review states [ 1 ] , concerns frequently choose to construct a group construction. In order to make this, parent companies create wholly-owned but lawfully distinguishable subordinates. It is besides possible to make subordinates which are less than 100 per cent owned but which are still managed as an built-in portion of the group, where the parent company exercises control over the subordinate.
Section 1159 of the Companies Act 2006 provides the undermentioned definition:
( 1 ) A company is a “subsidiary” of another company, its “holding company” , if that other company –
( a ) holds a bulk of the vote rights in it, or
( B ) is a member of it and controls entirely, pursuant to an understanding with other members, a bulk of the vote rights in it,
or if it is a subordinate of a company that is itself a subordinate of that other company.
( 2 ) A company is a “wholly-owned subsidiary” of another company if it has no members except that other and that other’s wholly-owned subordinates or individuals moving on behalf of that other or its wholly-owned subordinates.
The Company Law Review describes several grounds why companies find the formation of groups favorable including: [ 2 ] revenue enhancement considerations ; the ability to purchase and sell concerns ; managerial administration of segmented or geographically spread concerns ; a balance of power in collaborative endeavors ; and, local regulative or cultural considerations. Yet, possibly the most of import ground for organizing groups of companies instead than a individual legal entity is to make with cut downing hazard.
The formation of groups of companies in this manner has considerable effects for the liabilities of the separate companies and will impact the manner that 3rd parties can retrieve. These effects occur through the philosophy of separate legal individuality and through the operation of limited liability. It is these constructs which come to be considered below.
In jurisprudence a ‘person’ has a more proficient significance than in ordinary linguistic communication, and may be defined as “a topic of rights and duties” . [ 3 ] In jurisprudence so, it is possible to talk of a corporation as a ‘person’ and to recognize its separate ‘personality’ . [ 4 ]
The regulation that a company becomes a legal individual separate and distinguishable from its members upon formation originates from the instance ofSalomon v A Salomon and Co Ltd[ 5 ].Mr Saloman transferred his shoe concern to a limited company and he and six members of his household subscribed to the company’s memoranda. The purchase monetary value was ?38,782. Mr Salomon held 20,001 portions and the six others held one portion each. Unsecured bonds were paid as the balance. When the concern failed and was wound up it had liabilities in surplus of its assets by ?7,733. The murderer claimed that the concern was still Salomon’s and that it had been created simply as a fake to restrict Salomon’s liability.
At first case the tribunal agreed with the murderer and ordered that the refund of Salomon’s unsecured bond should be postponed until the company’s other creditors were satisfied. The Court of Appeal besides agreed with the murderer but took the position that the rule of limited liability was a privilege conferred by the Companies Acts merely on truly independent stockholders and non on one significant individual and six mere silent persons. [ 6 ]
However, the House of Lords reversed this determination, with Lord Halsbury remarking:
“Once the company is lawfully incorporated it must be treated like any other independent individual with rights and liabilities appropriate to itself, and that the motivations of those who took portion in the publicity of the company are perfectly irrelevant in discoursing what those rights and liabilities are.” [ 7 ]
It was besides noted by Lord Macnaughten that:
“It may be that a company constituted like that under consideration was non in the contemplation of the legislative assembly at the clip when the Act empowering limited liability was passed… But we have to construe the jurisprudence, non to do it ; and it must be remembered that no 1 demand trust a limited company unless he so delight, and that before he does so he can determine, if he so pleases, what is the capital of the company and how it is held.” [ 8 ]
Yet, as Bowmer points out, there has been no effort to pass against the rule. He suggests that this makes the rule stronger as “courts have to accept that while the rule may do unfairness, Parliament has non sought to rectify such unfairnesss and so it is non the tribunal ‘s place to interfere.” [ 9 ]
The principle consequence of this is hence that in the instance of limited liability companies, the members are in general non apt for the company’s debts. [ 10 ] The effect of this rule as respects groups of companies is that, as a general regulation, each company within the group is a separate legal entity. A parent company is hence separate from its subordinates. In this manner, the parent company will non be apt for the Acts of the Apostless of the subordinates, as they are wholly separate entities. Parent companies can therefore protect against liabilities. The Company Law reappraisal provides an illustration of such a construction:
“by keeping valuable assets, such as group freehold belongingss, in a non-trading subordinate and puting higher hazard activities in a subordinate with few assets, a parent reduces risk.” [ 11 ]
Indeed, inThe Albazero[ 12 ] it was said by Roskill LJ that it was a cardinal rule of English jurisprudence:
“long established and now unchallengeable by judicial decision… that each company in a group of companies… is a separate legal entity possessed of separate legal rights and liabilities so that the rights of one company in a group can non be exercised by another company in that group even though the ultimate benefit of the exercising of those rights would enure beneficially to the same individual or corporate organic structure irrespective of the individual or organic structure in whom those rights were vested in law.” [ 13 ]
Like every great regulation nevertheless, there are exclusions to the courts’ stance that each company is to be viewed as wholly separate. The “veil of incorporation” [ 14 ] may be lifted in some instances. Some counsel as to what this means was provided inAtlas maritime Co SA V Avalon maritime Ltd ( No 1 )[ 15 ] where Staughton LJ said: “To pierce the corporate head covering is an look that I would reserve for handling the rights or liabilities or activities of a company as the rights or liabilities or activities of its stockholders. To raise the corporate head covering or expression behind it, on the other manus, should intend to hold respect to the shareholding in a company for some legal purpose.” [ 16 ]
Hargovan and Harris place several evidences upon which it has been suggested that it is appropriate to ‘lift the corporate veil’ , these include: [ 17 ] fraud ; [ 18 ] fake companies ; [ 19 ] companies established to avoid legal duties ; breach of fiducial responsibility ; [ 20 ] and, bureau. [ 21 ]
Cases affecting group state of affairss have been notoriously inconsistent in using the rule of separate legal individuality, with some instances ensuing in the ‘veil’ being lifted, and in others the construct being forcefully rejected. [ 22 ]
InSmith, Stone and Knight Ltd V Birmingham Corporation[ 23 ] the tribunal treated a subordinate company as the agent of its keeping company. Similarly, inFirestone Tyre & A ; Rubber Co Ltd V Lewellin[ 24 ] an American company which operated through a entirely owned subordinate in England was held apt to pay United Kingdom revenue enhancement as the American company was transporting on concern in the United Kingdom through the subordinate. [ 25 ]
The corporate head covering was besides lifted inHoldsworth & A ; Co V Caddies[ 26 ] which involved a difference over a pull offing director’s service contract that had been entered into with a keeping company. The director’s managerial responsibilities were so limited to involvement with a subordinate. The House of Lords held that the manager could be employed by the subordinate despite his contract being with the keeping company. It was held that, in footings of economic world, the subordinate was a division of the keeping company. This was because the subordinate was entirely owned by the keeping company, which appointed all of the managers, and it was able to order the subsidiary’s corporate policy. The group as a whole therefore constituted one economic entity. [ 27 ]
Furthermore, inScots Co-Operative Wholesale Society V Meyer[ 28 ] the individual economic entity statement was used once more to happen that the corporate head covering could be lifted. Even though the subordinate company was non entirely owned by its keeping company, the keeping company did command the corporate policy of the subordinate. It was held that this was plenty to warrant the lifting of the corporate head covering for the benefit of a minority stockholder where the keeping company had acted to run down the subordinate.
The degree of control held by the parent company over its subordinates was besides considered to be of import in the instance ofDHN Food Distributors Ltd V Tower Hamlets London Borough Council[ 29 ] which concerned the job of compensation on the mandatory purchase of land where the land was owned by one company in a group but where the concern conducted on the land was the concern of another company in the group. DHN Food Distributors Ltd was the keeping company in a group of three. One entirely owned subordinate, Bronze Investments Ltd, owned the freehold land which was used in the concern of DHN Food Distributors. Bronze Investments Ltd did non transport on any other concern of its ain. The other subordinate in the group owned the vehicles which DHN Food Distributors Ltd used in the concern. It was said by Lord Denning that:
“These subordinates are bound manus and pes to the parent company and must make merely what the parent company says… This group is virtually the same as a partnership in which all the three companies are spouses. They should non be treated individually so as to be defeated on a proficient point. They should non be deprived of the compensation which should rightly be collectible for perturbation. The three companies should, for present intents, be treated as one, and the parent company, DHN, should be treated as that one. So DHN are entitled to claim compensation accordingly.” [ 30 ]
InWoolfson V Strathclyde Regional Council[ 31 ] it was suggested that the important factor in the DHN instance was that the company runing the concern had complete control over the land-owning company. [ 32 ]
The DHN instance has non later been applied to do one company in a group apt for the debts of another company in the group. A parent company is therefore non responsible for the debts of its subordinate, [ 33 ] even where the parent has antecedently expressed in a comfort missive a policy of back uping the subordinate. [ 34 ] InReed V Nova Securities Ltd[ 35 ] it was said “the theoretical independent being of every corporation enables a group of companies to get away liability at common jurisprudence for the losingss of an single member of the group.” [ 36 ]
In modern times, the state of affairss in which the tribunals will be prepared to ‘lift the corporate veil’ have been reduced by the determination inAdams V Cape Industries[ 37 ] which held that a strong economic nexus between a group of companies could non in itself justify the meeting of a group of companies into one economic entity, and nor would the parent company’s ability to command the overall policy of another company be sufficient. [ 38 ]
The instance concerned liability within a group of companies and the intent of the claim to disregard the separate legal personality of the subordinate was to do the parent liable for the duties of the subordinate towards nonvoluntary civil wrong victims. [ 39 ] The Court was put in the place of being required to find whether judgements obtained in the United States against Cape, which was an English registered company whose concern was mining asbestos in South Africa, would be recognised and enforced by the English Courts. In the fortunes this determination depended upon whether Cape could be said to be ‘present’ in the United States through a entirely owned subordinate.
In sing the statement that the group formed a ‘single economic unit’ it was held that unless the statement could merely win where the reading of a legislative act was at issue. Furthermore, in order for an bureau statement to win, the relationship would hold to be created expressly. Possibly even more polemically, the Court of Appeal did profess that it would be “appropriate to pierce the corporate head covering merely where particular fortunes exist bespeaking that it is a mere facade hiding the true facts” it went on to keep that where a parent company’s motivation was to understate it’s liabilities this would non be plenty to show a ‘sham’ or ‘facade’ .
At pg 544 it was stated:
“… we do non accept as a affair of jurisprudence that the tribunal is entitled to raise the corporate head covering as against a suspect company which is the member of a corporate group simply because the corporate construction has been used so as to guarantee that the legal liability ( if any ) in regard of peculiar future activities of the group … will fall on another member of the group instead than the defendant company. Whether or non this is desirable, the right to utilize a corporate construction in this mode is built-in in our corporate law.”
Even where justness appears to demand it, the Court of Appeal inAdams VCapewould non hold the corporate head covering disturbed: [ 40 ]
“If a company chooses to set up the personal businesss of its group in such a manner that the concern carried on in a peculiar foreign state is the concern of its subordinate and non its ain, it is, in our judgement, entitled to make so. Neither in this category of instance nor in any other category of instance is it unfastened to this tribunal to ignore the rule ofSalomon V Salomon, simply because it considers it merely to make so.” [ 41 ]
Yet, despite the apparently decisive opinion inAdams VCape, uncertainness has continued to abound in this country of jurisprudence. Linklater has concluded that where a degree of improperness is present, the parent of a assumed company will be responsible for that company’s liabilities, trusting on recent instances such asSettlorABVSmallboneandothers( No2 )[ 42 ] andKensingtonInternationalLtdVZaire& A ;Oregons[ 43 ] ( where persons closely linked to a state province attempted to victimize creditors the corporate head covering was lifted to keep that state province apt [ 44 ] ) . She goes on to province that “the tribunal faced with a proposal to pierce the corporate head covering walks a tightrope. However, as the above instances illustrate, there is still room for claimants to prove the boundaries in this country of law.” [ 45 ]
It may be argued of class, that this degree of staying uncertainness is justification plenty for a full reform of this country of the jurisprudence. However, there are besides more policy based statements environing the current strategy.
It has been said that limited liability has certain advantages. It encourages investing because members’ hazard is minimised. [ 46 ] Furthermore, it facilitates a public portion market, as without it, were liability unlimited the value of portions would depend on the wealth of the holder. Shares would be deserving less to a affluent stockholder as they would be more likely to be sued than a less affluent one. The value of the portions could non so be assessed until they were bought and the buyer’s assets valued.
Hansmann and Kraakman place the advantage that limited liability does non merely protect the stockholders from the company’s creditors but it can besides function to set the concern assets of an single out of range of that individual’s personal creditors. [ 47 ] They go on to propose that a related facet of plus breakdown is that houses are able to insulate different lines of concerns for the intents of obtaining recognition. This gives some benefit to creditors, as by individually integrating, as subordinates, distinguishable lines of concern, the assets associated with each can be handily pledged as security merely to those creditors who deal with that peculiar venture. These creditors are normally good positioned to measure and maintain path of the value of those assets, but may non hold the same ability to supervise the corporation’s other ventures. [ 48 ]
Limited liability in group constructions is peculiarly effectual as it consequences on a ‘double limitation’ of liability for parent companies and their members. Investors in evident company can accomplish restriction non merely for themselves but besides for the parent company by structuring the concern through a figure of subordinates. [ 49 ]
However, the discreteness of a subordinate can on occasion turn out disadvantageous to a parent company. For illustration, inDenudations Plc ( in settlement ) V Coopers & A ; Lybrand ( No 4 )[ 50 ] a loss suffered by a parent company as a consequence of a loss to its subordinate was non recoverable by the parent as the subordinate was the lone proper claimant.
The application of theSalomonrule in group state of affairss has been controversial amongst faculty members. Schmitthoff considers the jobs associating to groups. [ 51 ] He suggests that, as respects liability, the parent company should be apt for the debts of entirely owned and controlled subordinates, with a rebuttable given that these subordinates are moving as the agents of the parent.
The statements that the rule should non be adopted in relation to groups of companies stem from the fact that, although there are advantages to limited liability, it besides encourages hazard taking on the portion of direction, who can take hazards certain in the cognition that the members will non lose everything. [ 52 ]
InRe Southard & A ; Co Ltd[ 53 ] Templeman LJ explained judicially why it is that persons would wish for theSalomonrule non to use in group state of affairss:
“English company jurisprudence possesses some funny characteristics, which may bring forth funny consequences. A parent company may engender a figure of subordinate companies, all controlled straight or indirectly by the stockholders of the parent company. If one of the subordinate companies… turns out to be the shrimp of the litter and diminutions into insolvency to the discouragement of its creditors, the parent company and the other subordinate companies may thrive to the joy of the stockholders without any liability for the debts of the insolvent subordinate. It is non surprising that… the unbarred creditors wish the fundss of the company and its relationship with other members of the group to be narrowly examine…” [ 54 ]
But why is this controversial, certainly this construct follows forthrightly from capitalist economy, whereby the free market is maximised and hazard apportioned consequently? There look to be two chief considerations in the academic literature. First, in group companies creditors may be peculiarly disadvantaged. This is because, where a group has an integrated concern scheme, concern determinations may be taken on the footing of maximizing the wealth of the group as a whole, or of the parent company, instead than of the peculiar subordinate of which the claimant is a creditor. [ 55 ] For illustration, the parent company may teach the board of the subordinate to make something which is non in the best involvement of the subordinate because it will maximize the benefits of the group.
Second, and related to the point above, creditors and minority stockholders of the members of corporate groups are arguably more vulnerable to the self-interest or carelessness of commanding stockholders than the creditors of independent companies. [ 56 ] Involuntary corporate creditors are peculiarly vulnerable to self-interest and carelessness. Assetss may be shifted out of hazardous operating companies exactly in order to minimise their possible civil wrong liability. In this manner, the corporate group for allows the choosing out of civil wrong jurisprudence and other signifiers of liability. [ 57 ]
It has even been argued that the rule should non hold developed in relation to groups. Dignam and Lowry province that “despite the fact that this represents an tremendous extension of theSalomonrule to cover corporate members, the bench have treated it as a straightforward application of theSalomonphilosophy without oppugning whether this is appropriate” . [ 58 ]
Moore has traced the beginnings of the rule and found that the instances affecting groups of companies in the early post-Salomon old ages were decided by ‘lifting the corporate veil’ and keeping the parent company apt for the Acts of the Apostless of its subordinates. He concludes that the narrow scope of instances whereby the tribunal will raise the head covering is “doctrinally unsustainable” and calls for a wider acknowledgment of ‘sham’ companies as any company which exists for the ultimate intent of screening its incorporator from existent or possible legal reproach. [ 59 ]
The contrary position to the 1 in favor of prosecuting parent companies is of class that such segregation of assets and liabilities should be permitted, and it should be for creditors who are uncomfortable with this state of affairs to negociate contractual protections from other companies in the group, in peculiar the parent company. However, as the tribunals are reluctance to recognize letters of comfort as contractual promises, the job with this attack is that the creditors may non be able to implement the negotiated protection. [ 60 ]
Furthermore, the protection of parents from the liabilities of subordinates does non keep much favors in other legal powers. [ 61 ] Whereas the UK has really small in the manner of legislative commissariats associating to groups, other states have developed specialised Torahs of corporate groups or at least addressed group-related issues pervasively in their company Torahs. [ 62 ]
In Canada, the Supreme Court considered the issue of parent liability in the instance ofConseil de la Sante (Montreal) v City ofMontreal[ 63 ] where it was said:
“… A corporation may be regarded as the alter self-importance of another corporation when there is such a close relationship between them that what seemingly concerns one really pertains to the activities of the other. Undoubtedly a big figure of factors can be identified to find the being of such a relationship… the 1 that is most expressed and most likely to cover all facets of the construct is control.” [ 64 ]
In Germany, the jurisprudence of corporate groups (Konzernrecht )is based on the doctrine that a legal entity controlled by another legal entity is inherently more unsafe than a corporation controlled by a natural stockholder. It is assumed that the opinion company sacrifices the involvements of the subservient entity on behalf of its ain involvements. German group jurisprudence hence aims to protect the involvements of the subsidiary’s minority stockholders and creditors and to organize relationships within groups. [ 65 ]
As a concluding illustration, New Zealand statute law operates to give the tribunals a broad ‘just and equitable’ discretion to do a dissolver group company apt for the debts of another insolvent group member, [ 66 ] or to necessitate the settlement of two or more group companies to be consolidated. [ 67 ]
The New Zealand system is slightly similar to the reform suggested by the Company Law Review in that they suggested an ‘elective’ government for groups. The suggestion was that “in exchange for a warrant by the parent company of the liabilities of a subordinate and satisfaction of certain promotion demands, the subordinate shall be exempted from the demands under the [ Companies ] Act associating to one-year histories and audit. [ 68 ]
The Company Law Review took the position that an incorporate government for groups of companies was unneeded because it was for creditors to demand a monetary value for recognition which reflected the hazards involved. [ 69 ] Furthermore they decided that specifying the fortunes of maltreatment would be excessively hard. [ 70 ]
However, the Company Law Review besides recognised that the current jurisprudence does non sit good with economic world, [ 71 ] and that the debut of protection for nonvoluntary creditors was supported by statement. [ 72 ] However, even the limited reforms suggested by the Company Law reappraisal were farther diminished by the fact that merely wholly-owned subordinates would be eligible for election, that election would be wholly voluntary and that the ‘carrot’ of freedom from accounting demands would be badly curtailed by the Inland Revenue’s demands. Furthermore, in relation to Byzantine liability, the rejection of a pooling attack to groups’ capital in favor of a consecutive parent-subsidiary relationship ignores a basic job in civil wrong judicial proceeding: that it may be the economic activity of the group as a whole which is involved in the risky procedures that harm the claimants. [ 73 ]
These issues lead Boyle to depict the suggestions as an “evasively unequal intervention of an issue of major importance in the reform of any system of company law” and “deeply unsatisfactory” . He so concluded with the pertinent inquiry: “If, as they happily assume, there is no existent job in this country, why “play” with the job under the pretense of the “elective group” proposals? ” [ 74 ]
The Final Report of the Company Law Review following the audience papers did non develop the ‘elective regime’ . This has been reasoned as related to two chief factors: that the doctrine underlying the Review was improbable to take to a comprehensive reconsideration of group liability ; and that the ‘elective’ government for groups is a weak thought that would non profit the development of modern company jurisprudence. [ 75 ]
Sing the doctrine of the reappraisal, it is submitted that the purpose of making a ‘more effectual, including cost-efficient, model of jurisprudence for companies to better their fight and so contribute to national growing and prosperity” [ 76 ] was non one which was likely to be strongly influenced by concerns of nonvoluntary creditors and the similar. Rather, it was orientated towards the traditional, shareholder-based, theoretical account of company jurisprudence and towards a cost-efficient, pro-business, attack to ordinance. [ 77 ]
In decision, the ‘double protection’ offered by separate personality and limited liability in corporate group structures is balanced excessively far on the side of the bulk stockholders and does non take adequate history of the demands of minority stockholders and creditors, peculiarly nonvoluntary creditors. This state of affairs is confounded by the reluctance of the tribunals to widen the range for raising the corporate head covering and the deficiency of any legislative lucidity in the country. As even contractual ‘comfort’ understandings appear unenforceable in the tribunals, it must certainly now be clip for the legislative assembly to step in to set about a thorough reappraisal of this country of jurisprudence with attendant reforms to rebalance liability for the Acts of the Apostless of subordinates to reflect corporate world.
Austin, R. , “Corporate Groups” in Grantham, R. , and Rickett, C. ,Corporate Personality in the 20ThursdayCentury, ( 1998 ) , Hart
Bourne, N. ,Bourn on Company Law, 4ThursdayEd ( 2008 ) , Routledge-Cavendish
Bowmer, S. , “To Pierce or non to pierce the corporate head covering – why substantial consolidation is non an issue under English law” , ( 2000 ) JIBL 193
Boyle, A.J. , “The Company Law Review and “group reform”” ( 2002 ) Comp Law 35
City Law School,Company Law in Practice, 7ThursdayEdition ( 2008 ) , Oxford University Press
Company Law Review,Completing the Structure, November 2000
Daehnert, A. , “Lifting the corporate head covering: English and German positions on group liability” , ( 2007 ) ICCLR 393
Davies, P.L. ,Gower and Davies: Principles of Modern Company Law, 8ThursdayEdition ( 2008 ) , Sweet & A ; Maxwell
Davies, P. ,Introduction to Company Law, ( 2002 ) , Oxford University Press
Dignam, H. and Lowry, J. ,Company Law, 4ThursdayEdition ( 2006 ) , Oxford University Press,
DTI,Modern Company Law for a Competitive Economy( London, DTI, March 1998
Farrar, J.H. , Furey, N.E. , and Hannigan, B.M. ,Farrar’s Company Law,3rdEdition ( 1991 ) , Butterworths
Gallic, D. , Mayson, S. and Ryan, C. ,Mayson, French & A ; Ryan on Company Law, 24ThursdayEdition ( 2007 ) , Oxford University Press
Friedman, P. and Wilcox, N. , “Piercing the corporate veil” , ( 2006 ) 156 NLJ 148
Gallagher, L. and Ziegler, P. “Lifting the corporate head covering in the chase of justice” [ 1990 ] JBL 292
Griffin, S. ,Company Law: Cardinal Principles, 4ThursdayEdition ( 2006 ) , Pearson
Hansmann, H. and Kraakman, R.P. , “What is Corporate Law? ” , in Kraakman, R.P. et Al,The Anatomy of Corporate Law: A Comparative and Fundamental Approach, Reprint ( 2004 ) , Oxford University Press
Hargovan, A. , and Harris, J. , “Piercing the corporate head covering in Canada: a comparative analysis” , ( 2007 ) Comp Law 58
Heryig, G and Kanda H “Creditor Protection” in Kraakman, R.P. et Al,The Anatomy of Corporate Law: A Comparative and Fundamental Approach, Reprint ( 2004 ) , Oxford University Press
Hicks, A. , and Goo, S.H. ,Cases and Materials on Company Law, 6ThursdayEdition ( 2008 ) , Oxford University Press
Linklater, L. , “’Piercing the corporate veil’ – the ne’er stoping narrative? ” , ( 2006 ) Comp Law 65
Moore, M. , “A temple built on defective foundations: piercing the corporate head covering and the bequest of Salomon v Salomon” , ( 2006 ) JBL 180
Muchlinski, P. “The Company Law Review and Multinational Corporate Groups” in de Lacy, J. ,The Reform of United Kingdom Company Law, reissue ( 2003 ) , Cavendish
Pettet, B. ,Company Law, 2neodymiumEdition ( 2005 ) , Pearson
Pickering, M.A. “The company as a separate legal entity” ( 1968 ) 31 MLR 481
Rinze, J. , “Konzernrecht: Law on Groups of Companies in Germany” ( 1993 ) 14 Co Law 143
Rixon, F.G. , “Lifting the head covering between keeping and subordinate companies” , ( 1986 ) 102 LQR 415
Schmitthoff, C. , “The Wholly Owned and the Controlled Subsidiary” ( 1978 ) JBL 218
Sealy, L. , and Worthington, S. ,Cases and Materials in Company Law, 8ThursdayEdition ( 2008 ) , Oxford University Press
Sugarman, D. and Teubner, G. ( explosive detection systems ) ,Regulating Corporate Groups in Europe, ( 1990 ) Baden-Baden