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COMMERCIAL LAW
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The Right of Purchase of the Dominant Company
As per art. 208 of NCC, in the event that the minority shareholders
prevent the activity of a company, act against the good faith principle,
creates a discernible disturbance or act in a heedless way, the dominant
company who owns directly or indirectly the ninety percent of the shares
and voting rights of the subsidiary company may purchase those shares
at the prices determined as per the code. This right will be claimed before
the court with an innovative action.
Conclusion
One of the most important characteristics of the group of companies
is that the subsidiary company cannot act as an independent entity, and is
bound by the instructions of the dominant company in accordance with
the group interests. Therefore, NCC precludes the understanding of the
subsidiary companies as independent entities and sets forth new elements
of the liability. The purpose of these provisions is to procure a balance
between the interests of the group companies, dominant company (parent
company) and the company which is subject to the control in this group
(subsidiary company) and to prevent and remedy the negative effects on
the subsidiary company, its shareholders, executives, and in some cases
on its creditors arising out of the actions and transactions realized in
accordance with instructions given for the group interests.
However, while applying these provisions, it is necessary to refrain
from understanding the liability principles abstractly, generalizing those
principles and targeting the dominant company in every situation.