
Contents
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(1) The Regulation of MNE Group Liability Under Existing Legal Principles (1) The Regulation of MNE Group Liability Under Existing Legal Principles
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(a) Equity Based MNE Groups (a) Equity Based MNE Groups
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(i) Direct Liability of the Parent Company (i) Direct Liability of the Parent Company
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(ii) Lifting the Corporate Veil (ii) Lifting the Corporate Veil
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(b) Liability of Transnational Network Enterprises (b) Liability of Transnational Network Enterprises
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(2) New Approaches to MNE Group Liability (2) New Approaches to MNE Group Liability
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(a) The ‘Enterprise Entity’ Theory and its Limitations (a) The ‘Enterprise Entity’ Theory and its Limitations
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(b) Towards a New Law of MNE Group Liability? (b) Towards a New Law of MNE Group Liability?
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(3) The Protection of Minority Shareholders in the Subsidiary of a MNE (3) The Protection of Minority Shareholders in the Subsidiary of a MNE
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(4) Protection of Creditors Upon the Insolvency of the Subsidiary of a MNE (4) Protection of Creditors Upon the Insolvency of the Subsidiary of a MNE
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Concluding Remarks Concluding Remarks
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8 Group Liability and Directors' Duties
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Published:July 2007
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Extract
This chapter develops the themes of corporate control and liability first mentioned in chapter 2. It will examine in more detail the implications for existing principles of company law of integrated group enterprises and transnational contractual network enterprises (TNNs). This will be done by reference to the distinct issues that affect the various classes of claimants who may wish to invoke the liability of the enterprise or, indeed, of its directors. The first class of potential claimant are the minority shareholders in the subsidiaries of the MNE. Their principal interest lies in obtaining the full financial value of their investment in the subsidiary. They are dependent on the actions of the directors of the subsidiary for the realization of their gains. The second class are the voluntary creditors who enter into commercial relations with affiliates of the MNE and who depend on the ability of the affiliate to meet its contractual liabilities to them. The third class consists of involuntary creditors who are forced by circumstances not of their choosing into a claim for compensation against the enterprise, usually as victims of corporate negligence.
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