Corporate group

About: Corporate group is a research topic. Over the lifetime, 1747 publications have been published within this topic receiving 46868 citations.

Corporate Groups, Creditor Protection and Cross Guarantees - Some Australian Perspectives

Abstract: The adequacy of creditor protection is an on-going issue in corporate law. The traditional vulnerability of creditors can be traced to an entity theory of the corporation, coupled with limited liability. Creditor vulnerability is exacerbated by the existence of the corporate group, which has been described as achieving "limited liability within limited liability". Nonetheless, modern corporate law has retreated in a number of significant ways from its former "self-help" attitude to creditors, by shifting risk away from creditors to other parties, such as directors. The aim of this article is to identify a number of areas of corporate law where the allocation of risk established under limited liability and corporate entity principles has been questioned, and where a variety of devices has been suggested or implemented to shift established patterns of liability and corporate accountability. In tracing these developments, the article considers whether limited liability, particularly with its implications for involuntary creditors, should remain a benchmark in corporate law. In the context of corporate groups, the article discusses theoretical literature suggesting that the entity theory is inadequate to capture the reality of corporate groups, where actions, but not responsibility, may be collectivized. The article then analyses several legal doctrines and specific legislative provisions, which may disrupt traditional allocation of liability. Cross guarantees lie at the intersection of creditor protection and corporate groups. The article examines the impact of cross guarantees in corporate groups, and the inherent tension between entity and enterprise principles in their operation as a liability shifting device. Focusing on a particular scheme of cross guarantees implemented by the Australian securities regulator, it assesses the ability of cross guarantees to circumvent standard patterns of liability under an entity theory of corporate groups and enhance creditor protection. The article argues that the law in this area needs to be more attuned to commercial reality of contemporary group enterprises and be sufficiently flexible to achieve desired policies.

Financial Restructuring in Korea and Japan: Resolution of Non-Performing Loans and Reorganization of Financial Institutions

Abstract: South Korea and Japan responded to their financial crisis of the late 1990s by restructuring financial institutions. Also, financial authorities were created to supervise financial institutions and lead financial restructuring. Financial restructuring focused on the resolution of non-performing loans that had been contributing to financial failures and on strengthening their equity capital bases for sound management. Huge amounts of public funds were mobilized to pursue these policy goals. The Korean government took more drastic measures by closing or merging many failing financial institutions. Financial restructuring also facilitated bank concentration in Korea — and Japan — giving births to several mega banks. Both governments of Korea and Japan encouraged bank concentration by allowing the establishment of a financial holding company. The Korean government was more actively involved in merging banks while Japanese bank mergers were taken by business initiatives. Financial restructuring is expected to bring more market oriented business practices among financial institutions and loosen cooperative ties among financial institutions, corporations, and financial bureaucracy in both countries. Close bank-corporation ties through main bank system and corporate networks within a business group are being loosened in Japan particularly since concerned parties have come to seek market rationality over loyalty. On the other hand, the intervention in financial sector and the mediation in bank-corporation relationship by financial bureaucracy are expected to be weakened in the case of Korea. Nevertheless, discretionary power of Korea's financial bureaucracy appears stronger for the time being since it took the helmsman of determining which financial institution is out of market.

Multinational Enterprises and Tort Liabilities: An Interdisciplinary and Comparative Examination

Abstract: Contents: Preface Introduction Part I: Concept of Multinational Enterprise 1. Social and Economic Analysis of Multinational Enterprises 2. Multinational Enterprises as Business Organizations 3. The Legal Structure of Multinational Enterprises Part II: Exploring the Tort Liability of Multinational Enterprises 4. Jurisdictional Problems 5. Tort Liability of Multinational Enterprises in Case Law 6. Comparative Laws and Principles Regarding Corporate Group Liability 7. Liability Options Beyond the Group Liability Discussion Part III: A Way Forward 8. Future of MNEs' Tort Liability Final Conclusions Bibliography

Designing a Combined Reporting Regime for a State Corporate Income Tax: A Case Study of Louisiana

Abstract: This article presents a plan for revitalizing the Louisiana corporate income tax through the adoption of a combined reporting regime. Our plan would require affiliated companies engaged in a unitary business in the State to pay their Louisiana income tax based on an apportioned share of their combined income. Combined reporting is the only effective way for any state to impose a fair and uniform corporation income tax on multistate and multinational enterprises and to gain or maintain control over its own tax base. The current Louisiana corporate income tax is subject to abuse through tax planning techniques that are very familiar to members of the tax-avoidance community. California and other states that have adopted combined reporting have demonstrated that combined reporting fairly and effectively responds to most of these common tax avoidance techniques.Part II, below, discusses the potential benefits inuring to Louisiana from adopting a combined reporting regime. Those benefits are not mere speculation. California has been operating a combined reporting system successfully for nearly seven decades. In brief, the benefits are a uniform treatment of corporate groups without regard for differences in their organizational structure, a strong bulwark against the use of tax-haven jurisdictions to avoid state taxation, a significant reduction in administrative burdens on the tax department and on complying taxpayers, and the removal of the competitive disadvantage currently imposed on local firms that are unable to engage in cross-border tax-avoidance.In Part III, we address some basic issues in the design of an effective combined reporting regime. One of the important features of combined reporting is the use of a formula to apportion the unitary business income of a unitary enterprise between Louisiana and the rest of the relevant universe. Louisiana already uses formulary apportionment in its current corporate tax system. To operate a combined reporting regime, however, Louisiana must apply that formula not to the separate income of each corporation but to the combined income of a corporate group engaged in a unitary business in Louisiana. Yielding to political realities, we recommend that Louisiana offer companies a water?s edge election that would allow them to exclude from their combined report the income derived by certain foreign affiliates that do not have an obvious close tie to the unitary business conducted in Louisiana.Part IV addresses a variety of technical issues that Louisiana should address when adopting a combined reporting regime. We offer our views on how those issues should be resolved, drawing, when appropriate, on the experience of other combined-reporting states. Some of these issues relate to potential transition problems. Other issues relate to practical problems of assessing and collecting a tax from corporations operating in Louisiana on income that is computed by reference to the combined income of a unitary group.