The liability of the subsidiary company's board members

This study is about the liability of the subsidiary company's board members, which is one of the most controversial issues regarding corporate group law. The subsidiary company's board members have a special position within the corporate group. Likewise, although they have a duty of care and loyalty towards the subsidiary company (Art. 369 TCC), due to the actual reality of the group structure, they often do not have a voice in the formulation of the policies that are expected to be implemented, and moreover, it is often not possible for them to take decisions like the board members of an independent company. In the first section, the basic principles regarding the types of liability specific to the corporate group, the legal nature of the liability in terms of each type and liable persons are examined. In the second section, the general obligations arising from their capacity of being a board member and their obligations specific to the corporate group law are presented in detail. In the third section, the structure and principles of the liability of the subsidiary company's board members are discussed and de lege feranda solutions are proposed regarding the conditions for and the scope of their liability. In the last section, our findings and evaluations with regard to the circumstances that terminate, reduce or differentiate the liability of the subsidiary company's board members are presented.