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Compensation duty of the parent company on corporate groups in fact

Grant number: 14/07052-9
Support type:Scholarships in Brazil - Scientific Initiation
Effective date (Start): September 01, 2014
Effective date (End): August 31, 2015
Field of knowledge:Applied Social Sciences - Law - Private Law
Principal researcher:Gustavo Saad Diniz
Grantee:Isabella Lopes Paulino
Home Institution: Faculdade de Direito de Ribeirão Preto (FDRP). Universidade de São Paulo (USP). Ribeirão Preto , SP, Brazil

Abstract

A brief historical analysis of the power holder’s characters leads us to the conclusion that its exercise should be limited, supervised. Limiting the power of controller before the other members is of utmost importance for the stabilization of relations and successful development of society. For this reason, the Law of Corporations find rules that seek to prevent the individualistic behavior of shareholders, such as the rule of conflict of interest. It is necessary, therefore, to rethink structural elements of society in order to create a favorable environment for cooperation .We also emphasize that the legislature extended the little handle on group of companies. Moreover, corporate law analyzes isolated society, which leads to small inconsistencies when dealing with relations between companies belonging to the same economic group. Among them there is the question of the autonomy of the companies, which may represent an obstacle to the controller directing the economic activities in a coordinated manner. It is undeniable the benefits brought by economic group , such as the reduction of transaction costs , and the application of the conflict of interests in the business conducted between companies belonging to the same group rule can become a hindrance to the better utilization of this structure that goes beyond the organization internal corporate . Search is then the development of clearer criteria in the application of the conflict of interest rule when dealing with business intra - group considering the issue of autonomy of societies and exercise of economic activities una way. Many scholars argue this issue the possibility of overlapping interests of the economic group to the subsidiary. An alternative to the unitary group and the direction of economic capital maintenance and social interests of the subsidiaries is possible to apply for compensation, between measures of loss and damage compensation, invalidity of deliberations. Search this research is the discussion about the obligation of compensation for the parent company , in order to analyze the need and the way in which this should occur , in order to study measures to make the use of more objective device.

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