Problems of Parent and Subsidiary Corporations Under Statutory Law of General Application

  • 1109 Pages
  • 1.19 MB
  • English
Aspen Law & Business Publishers
Company law, Corporate, Legal Reference / Law Profession
The Physical Object
ID Numbers
Open LibraryOL10426473M
ISBN 100316100749
ISBN 139780316100748

Problems of parent and subsidiary corporations under statutory law of general application. Boston: Little, Brown, © (OCoLC) Document Type: Book: All. The law of corporate groups: problems of parent and subsidiary corporations under statutory law of general application.

Law of Corporate Groups: Problems in the Bankruptcy or Reorganization of Parent and Subsidiary Corporations, Including the Law of Corporate Gua [Phillip I.

Blumberg] on *FREE* shipping on qualifying offers. Practitioners involved in corporate group litigation will find this volume of enormous value in their day-to-day research and negotiation. LAW OF CORPORATE GROUPS Problems of Parent and Subsidiary Corporations Under Statutory Law of General Application.

Boston: Little Brown & Co Law & Business, First Edition; First Printing. Hardcover. Item # ISBN: Near Fine in red cloth. ; Laid in is a full page written and signed by Phillip I.

Blumberg. ; X X Book Edition: First Edition; First Printing. Traditional corporation law and andquot;piercing the veilandquot; no longer provide adequate guides to the law of parent and subsidiary corporations.

In numerous areas, courts and legislatures are today allocating legal rights and liabilities according to modern enterprise principles. Parent and Subsidiary Corporations: Liability of a Parent Corporation for the Obligations of Its Subsidiary. Frederick James Powell. Callaghan, - Corporation law - pages.

0 Reviews. From inside the book. What people are saying - Write a review. We haven't found any reviews in. The Article then recommends a different, primarily statutory, approach: that Congress or states (or both) should enact legislation disregarding limited liability of parent corporations for claims of customary international human rights violations and serious environmental torts where a parent corporation takes a majority interest or creates a subsidiary as part of unified economic enterprise Cited by: Business Law and Ethics Assignment Help, Statutes of general application - subsidiary legislation, Statutes of General Application: Whereas there is no authoritative definition of a "statute of simple application" the phrase is presumed to refer to those statutes that applied to the inhabitants of England usually.

However in the case of I v I. Enterprise liability: If a corporation is a fragment of a larger corporate combination that actually conducts the business, and if the corporate combination forms a single economic entity, then a court may veil-pierce among the fragment corporations.

Parent may be liable to actions of subsidiary, but that parent controls several subsidiaries.

Description Problems of Parent and Subsidiary Corporations Under Statutory Law of General Application FB2

When a subsidiary markets the products of its parent, courts have found the subsidiary to control documents related to those products held by the parent corporation. See, e.g., Cooper Industries, F.R.D. at In Cooper Industries, a wholly­owned subsidiary was both a marketer and servicer of its parent corporation's products.

Jurisdiction over a parent corporation based on the ownership of a subsidiary1 has long been an unsettled issue. Plaintiffs and foreign corporations (which are incorporated under the laws of another country).

This distinction will typically be of little legal significance. In some a nonresident parent corporation in its subsidiary's. Corporate law (also known as business law or enterprise law or sometimes company law) is the body of law governing the rights, relations, and conduct of persons, companies, organizations and term refers to the legal practice of law relating to corporations, or to the theory of ate law often describes the law relating to matters which derive directly from the.

The law of corporate groups: Tort, contract, and other common law problems in the substantive law of parent and subsidiary corporations; supplement [Blumberg, Phillip I] on *FREE* shipping on qualifying offers. The law of corporate groups: Tort, contract, and other common law problems in the substantive law of parent and subsidiary corporations; supplementAuthor: Phillip I Blumberg.

Merger of Parent Corporation and Subsidiary or Status, Rights, Liabilities, etc., of Constituent and Surviving or GENERAL CORP. LAW OF DELAWARE§ partnership, limited partnership, limited liability company or statutory trust under the laws of this State, except with the written consent of theFile Size: KB.

MALAYSIAN LEGAL SYSTEM Sources of law – subsidiary legislation part 2 1. By the following methods: Preliminary control Parliamentary control Judicial control 2.

By consulting the effected groups and advisory bodies before making the subsidiary legislation. This is. § —Merger of parent and subsidiary. It may have been necessary or desirable in the past to conduct two or more businesses in parent and subsidiary corporations.

If it is now desired to combine those separate corporate operations into one corporation, the complete liquidation of the subsidiaryFile Size: KB. at least one of the subsidiary corporations is a California corporation, and the laws of the place of incorporation of the foreign corporation permit a merger to be effected in the manner provided by California Corporations Code section File Size: KB.

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Merger between parent and subsidiary or between subsidiaries. Articles of merger or share exchange. TITLE 8 Corporations CHAPTER 1.

Details Problems of Parent and Subsidiary Corporations Under Statutory Law of General Application FB2

General Corporation Law Subchapter IV. Directors and Officers including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation.

limit or restrict the. Author of Problems of parent and subsidiary corporations under statutory law specifically applying enterprise principles, Blumberg on Corporate Groups, Enterprise liability in commercial relationships, Problems of parent and subsidiary corporations under state statutory law, Lcg-Procedural Problems in Problems of parent and subsidiary corporations under statutory law of general.

[3] — Parent and Subsidiary Corporations. The principle of limited liability applies equally to parent and subsidiary corporate arrangements. Corporations owned by other corporations do not lose their identity due to dominant or exclusive ownership.

A subsidiary corporation has a separate corporate existence, 8 Id. §§ File Size: 91KB. Problems of Parent and Subsidiary Corporations Under Statutory Law Specifically Applying Enterprise Principles The Law of Corporate Groups (, [Supplement ]). The stockholder inspection of such books and records of the subsidiary would not constitute a breach of an agreement between the corporation or the subsidiary and a person or persons not affiliated with the corporation; and.

The subsidiary would not have the right under the law applicable to it to deny the corporation access to such books. Liability of Parent Corporation for Tort of Subsidiary Richard H. Burgess* M UCH HAS BEEN WRITTEN about liability of parent corporations for acts of their subsidiaries, but much of the material principally concludes that there is no clear law on the subject.

It has often been said that the legal concepts involved in this. The corporation's name, which must include "corporation" "company" "incorporated" or "limited" (these can be abbreviated), 2. Each incorporator's name and address, 3.

Name of resident agent and address of her registered office 4. Statement of purpose, which can be as general. A subsidiary is a company whose parent is a majority shareholder that owns more than 50% of all shares.

For corporate, securities and capital markets, an affiliate is a person or entity directly. THE MODERN LAW OF CORPORATE GROUPS: AN EMPIRICAL STUDY OF PIERCING THE CORPORATE VEIL IN THE PARENT-SUBSIDIARY CONTEXT* JOHN. MATHESON * * Today, massive corporations-both national and international-dominate financial and commercial activities, exercising enormous economic power.

The standard organizational. The QSub’s S corporation parent, if not previously classified as a manufacturing corporation, must apply under the procedures set out in the Manufacturing Corporations Regulation, CMR (7) in order to obtain such classification, and must detail the extent to which it owns QSubs (and the assets and other attributes thereof).

A third requirement for the application of the rollover is that the parent corporation must have owned 90 percent or more of the issued shares of each class of the subsidiary corporation's capital stock, immediately before the winding-up.

The most controversial element in this test is the timing issue. See, e.g., Stratagem Dev. Corp. Heron Int’l N.V.,(S.D.N.Y) (a lawyer’s duty of loyalty “applies with equal force where the client is a subsidiary of the entity to be sued,” and where the liabilities of a wholly owned subsidiary “directly affect the bottom line of the corporation parent”).

Since courts generally presume “that the directors are wearing their ‘subsidiary hats’ and not their ‘parent hats’ when acting for the subsidiary,” P.

Blumberg, Law of Corporate Groups: Procedural Problems in the Law of Parent and Subsidiary Corporations §, at HTML version PDF version: HTML version, PDF version.The infringement of human rights by subsidiaries of multinational enterprises has become a thoroughly discussed topic.

It is obvious that potential corporate liability under any regime gives. Welcome to the California Attorney General’s Guide for Charities. We hope that charitable organizations – including charities, charitable trusts, and other nonprofits – and fundraising professionals find this guide to be an invaluable resource to help them understand their responsibilities and comply with California law.