Monitor Prawniczy

no. 23/2020

On the optimum model of the law on group of companies. Critical remarks on the draft of corporate law of 20 July 2020 (Part I)

DOI: 10.32027/MOP.20.23.2
Krzysztof Oplustil
Autor jest profesorem nadzwyczajnym w Katedrze Polityki Gospodarczej UJ; ORCID: 0000-0001-8010-1781.
Abstract

The article is the first part of a study devoted to the draft law on groups of companies, which is currently under legislative work. The study focuses on the proposed rules for issuing and executing so-called binding instructions (orders) of the parent company to its subsidiaries as well as the rules on liability of group companies and their directors. First, the article presents the European norms of corporate law developed by various international expert bodies, and attempts to explain the concept of the interest of a group of companies. Then, the proposed definition of a corporate group and the basic assumptions of the draft, according to which the statutory rules should focus on issuing and executing binding instructions, were critically analysed.