Dissertation committee:
1. Δήμητρα Παπαδοπούλου-Κλαμαρή, Καθηγήτρια Νομικής Σχολής ΕΚΠΑ
2. Μιχαήλ Αυγουστιανάκης, Καθηγητής Νομικής Σχολής ΕΚΠΑ
3. Αντώνιος Καραμπατζός, Καθηγητής Νομικής Σχολής ΕΚΠΑ
4. Δημήτριος Λιάππης, Καθηγητής Νομικής Σχολής ΕΚΠΑ
5. Αλεξάνδρα Μικρουλέα, Καθηγήτρια Νομικής Σχολής ΕΚΠΑ
6. Γεώργιος Γεωργιάδης, Καθηγητής Νομικής Σχολής ΕΚΠΑ
7. Ζαφείριος Τσολακίδης, Αναπληρωτής Καθηγητής Νομικής Σχολής ΕΚΠΑ
Summary:
A group of companies does not qualify as a legal person. However, despite the lack of legal autonomy, it possesses the functional features of a single economic unit. This observation signals the need for thorough investigation. Considering that matters pertaining to groups of companies are strongly intertwined with almost every legal branch, critical cases were selected for a de lege lata examination with a view to identifying the common patterns underlying the nature and function of groups of companies from a legal point of view. The analysis, of legislative and jurisprudential origin, of cases in which ad hoc instrumenta are applied to address the legal complications that arise is revealing; notwithstanding that the doctrine of separate legal personality applies to the members of the group of companies, fragmented approaches based on the unity of their modus operandi have emerged in both the legislative and the judicial realm. In that light, the question of liability comes forth; in particular, the possibility of holding the parent company liable vis-à-vis the creditors of its subsidiary. Accordingly, the applicability of mechanisms and rules of civil law is thoroughly examined.
Analyzing said questions leads to the conclusion that the legal treatment of groups of companies is in many instances different to that of an independent company. The corrective interventions that have been implemented raise significant concerns to the extent that they result in a company, not being in principle liable itself, being called to account for the obligations of another company. Such interventions raise, at the same time, the question of deviating from the principle of party autonomy: the latter is impacted not only in exceptional cases of lifting the corporate veil, but also when the inherent limits to a legal entity’s autonomy are not able to prevent the implementation of legal norms by expanding the scope of their regulatory targeting. The frequency of such interventions puts imperatively in focus the need to examine their alignment with the relevant doctrinal framework, i.e., the notions of legal person and legal personality.
Moreover, the study of groups of companies, which is inherent to the doctrinal background of civil law, pertains to the doctrine of party autonomy. Following the identification of the specific ways in which party autonomy manifests itself within the realm of groups of companies, it is further investigated whether the ordinary intra-group contractual arrangements display characteristics that allow their inclusion in a new, emerging contractual type, i.e., the group contract.
From the above, it follows that groups of companies, identified by their uniform mode of operation, are legally treated as a unique and peculiar legal structure. Besides, the recognition of the group of companies as a single subject of law not only lacks a legislative basis, but would also deprive the group of its flexibility, which emphatically presupposes the legal autonomy of its members.
Keywords:
Groups of companies, civil law, groupes de sociétés, droit civil
