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Dr hab. Konrad Zacharzewski
ORCID: 0000-0002-9850-6020

Attorney, head of the Department of Commercial Law and Capital Market at the Kozmiński University in Warsaw, www.zacharzewski.pl.

 
DOI: 10.33226/0137-5490.2025.6.2
JEL: K13, K15, K22, K41

The issue of the parent company's liability for damages resulting from a reduction in the value of a subsidiary's share or shares is a source of interesting and practically significant judicial problems. As part of the amendment Commercial Companies Code, the legislator provided for the obligation of the parent company to compensate for the damage suffered by the partners or shareholders of the subsidiary, but did not specify the methods of redressing it. There are general rules in this regard. The basis for the injured person's claim is the provision of Art. 2113 § 1 of the Commercial Companies Code, but the method of redressing the damage is determined by the provisions of the Civil Code, especially the provisions of Art. 361 CC and Art. 362 CC. They require legal analysis from the point of view of compensation for damage consisting in reducing the value of a share or shares of a subsidiary company, which justifies dealing with this topic.

Keywords: group of companies; liability for damages; compensation for damage; parent company; subsidiary; liability of the parent company for reducing the value of the subsidiary's share or shares
DOI: 10.33226/0137-5490.2024.4.3
JEL: K13, K15, K22, K41

The regulation of the parent company's liability for damages for damage consisting in a decrease in the value of a subsidiary's share or shares is a source of interesting and practical juridical problems. As part of the amendment, the legislator introduced to the k.s.h. a new source of liability for damages. The execution of a binding instruction of the parent company by the subsidiary is an expression of "corporate solidarity", but if as a result of this the partners or shareholders of the subsidiary suffer damage, they may demand that it be remedied. The basis for the claim in this respect is the provision of Art. 2113 § 1 of the Commercial Companies Code, which requires legal analysis. The issue of the conditions for the parent company's liability for reducing the value of the subsidiary's share or shares has not yet been comprehensively discussed in the doctrine, which justifies addressing this topic.

Keywords: group of companies; liability for damages; parent company; subsidiary company; liability of the parent company for reducing the value of the share or shares of the subsidiary company