1. Paper based on a presentation given by the author at the UNCITRAL/INSOL International Insolvency Colloquium, 14–16 November 2005, Vienna International Centre, Vienna, Austria.
2. As noted in P.L. Davies, Gower and Davies’ Principles of Modern Company Law, 7th edn. (2003) pp. 178, 202, even relatively modest businesses often operate through groups of companies and large businesses invariably do so. The impact of the corporate group in world business is even greater considering operations by linked entities using various legal forms (such as joint ventures and licence agreements), other than the conventional hierarchical structures and the full ownerships of affiliates. See V. Bornschier and H. Stamm, ‘Transnational Corporations’, in S. Wheeler, ed., The Law of the Business Enterprise (1994) p. 334.
3. See, for instance, D. Milman, ‘Groups of Companies: The Path towards Discrete Regulation’, in D. Milman, ed., Regulating Enterprise (Oxford, Hart 1999) p. 218 at p. 220; Davies, op. cit. n. 2, at p. 202; P.I. Blumberg, The Multinational Challenge to Corporation Law: The Search for a New Corporate Personality (New York, Oxford University Press 1993) pp. 58–60.
4. See C.M. Schmitthoff, ‘Introduction’, in C.M. Schmitthoff and F. Wooldridge, eds., Groups of Companies (London, Sweet & Maxwell 1991) pp. xiv–xv.
5. Certain legal regimes have adopted a statutory solution and developed ‘a law of corporate groups’, most notably the German Stock Corporation Act 1965 (Aktiengesetz), reproduced in English in K.J. Hopt, ed., Groups of Companies in European Laws, Legal and Economic Analyses on Multinational Enterprises, Vol. II (Berlin/New York, De Gruyter 1982) pp. 265–295, although it has been criticised as capable of improvement. See K.J. Hopt, ‘Legal Elements and Policy Decisions in Regulating Groups of Companies’, in Schmitthoff and Wooldridge, op. cit. n. 4, at p. 81. See also H. Weidemann, ‘The German Experience with the Law of Affiliated Enterprise’, in Hopt, op. cit. n. 5, at p. 21.