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Ответственность директоров в корпоративных группах в Италии и концепция группового интереса
The article observes the Italian approach to regulating relations in corporate groups and the setting of directors’ liability at different levels of the corporate structure. The Italian approach is noticeable for its flexibility and the existence of evaluative categories. The binding between separate companies is established through the concept of direction and co-ordination, which includes different instruments of control. In situation of direction and co-ordination, the controlling persons – the parent company and its directors – must act in the interest of the subsidiary, its shareholders and creditors as managers of another’s business. The great importance in this regard is the standards of proper governance, which include the duty of due care and the duty of loyalty. A limited negative influence on subsidiary is permissible if it is justified by the concept of group interest and the Rosenblum doctrine. At the same time, causing damage to the subsidiary is impermissible without providing the subsidiary, its shareholders and creditors with appropriate compensatory advantages. These rules allow to define the setting of directors’ liability in a group of companies and to use the relevant foreign experience for Russian regulation, which does not provide special rules in this regard.