Indice
There is no law that generally attributes direct liability to parent companies with respect to the obligations undertaken by its subsidiaries, despite the fact that the former exercise significant management power over the entire group.
The corporate group is essentially an aggregation of companies that are officially autonomous and legally separate from each other, but are all united by the fact that they are subject to the management power of the parent company (or holding company), which manages them because it wholly or predominantly controls them, either directly or indirectly. Nearly all legal systems do not contain a definition of a corporate group: it follows that the most important international economic operator – the corporate group firm or multinational – cannot be regarded as a single legal entity that is directly liable for the entrepreneurial activity.
The principle of separation of legal personality between different companies is a universal legal prerequisite on which commercial transactions are based worldwide.
An equally universal principle characterising world markets is the purpose of corporate control, that is, to ensure the existence of a unitary economic firm managed by a single managerial body, even when there are a number of separate legal entities representing it.
The result of the subjective otherness between the companies belonging to the same group is that the subsidiaries should be officially independent. This assumption is essential in order to justify the legal separation from the parent company, which, in turn, allows for the separation and division of the liabilities vis-à-vis third parties within the group.
The imputation of direct liability of parent companies is generally provided for in cases of abuse of management power to the detriment of subsidiaries and the persons having an interest in them.