Page 209 - Albanian law on entrepreuners and companies - text with with commentary

‘holding’ in the narrow sense. The company partners may freely establish in the Statute how
they wish to organize such a partnership holding. The Law of Groups is interested in
something else, i.e. the economic and legal consequences of such ‘pyramid’ or ‘network’-
relations and any conflicts of interest involved. From our point of view, Articles 207-211
provide an adequate coverage.

6. Recent jurisprudence on Company Group legislation in a global context. Recent
research showing that other jurisdiction are following the Albanian example; Anker-Sorensen
writes “In the domestic context, statutory approaches are found in quite a few jurisdictions.
The German ‘Konzernrecht’ is normally understood to present the most sophisticated
legislation on group liability, containing explicit standards for parental liability.183 It has also
influenced the group legislation of Brazil (1976),184 Portugal (1986) ,185 Hungary
(1988),186 Slovenia (1993),187 Albania (2008)188 and Turkey (2012).189”190.

7. To assess the Albanian Company Groups legislation we have to consider all of the risks
for company operations; “To operate a business as an effective and efficient group requires
wide business policies. Whereas the various group companies operate as separate units for the
day-to-day management, with the corresponding responsibility of their respective
administrators, the parent company—more precisely: the organs of the parents—have the task
of developing and implementing the strategic business policies . . . This will require the
different companies within the group to consider, and act in pursuance of, group interests over
and above the interests of the particular company so as maximise the group profit, which does
not always match the aim to maximise the company’s own profit”. 191

183 ‘Aktiengesetz’ of 1965; For contractual groups in Germany see AktG § 302(1), translated in H. Schneider and M.
Heidenhain, The German Stock Corporation Act: Bilingual Edition with an Introduction to the Law (2000), 275-276; For
de facto groups in Germany, see AktG §§ 311(1) and 317(1), translated in H. Schneider and M. Heidenhain, The German
Stock Corporation Act: Bilingual Edition with an Introduction to the Law (2000), 287, 293-294, c.f. R. Reich-Graefe,
‘Changing Paradigms: The Liability of Corporate Groups in Germany’, Connecticut Law Review (2005) 37, 791; This
liability scheme only address the parent company shareholders in stock corporations and not the individual investor-
shareholder. For groups containing limitied liability companies, see below under domestic judicial approach.
184 V. Vizziotti, E. Wendling, L. Vaz Ferreira and O. Quirico, ‘Sustainable Companies under Brazilian Regulation:A
Substantive and Procedural Overview’, (2012) Draft mapping paper on file with author.
185 ‘Còdigo das Sociedades Comerciais’ of 1986, Art. 501, c.f. J.E. Antunes, ‘The Law of Corporate Groups in Portugal’,
29.
186 Art. 56 (3) (c) of the Companies Act for the recognized group, and Art. 64(1) – (4) for the de facto group, referred to
in P.J. Nikolicza, ‘Hungary: Corporate Governance of listed companies’ in A.M. Fleckner and K. Hopt (eds.)
Comparative Company Law (Cambridge University Press, 2013), 589-591.
187 Art. 8 Companies Act provides the general criteria of veil piercing, and Art. 543 and 547 of the Companies Act
pprovides special provisions of veil piercing for environmental damages within a group context, c.f. Jure Zrilič,
‘Mapping paper on the barriers and possibilities for integrating environmental sustainability into Slovenian company
law’ (2012) Draft mapping paper on file with author, p. 38
188 Art. 207 et seq. Of the Albanian company law, see e.g. T. Bachner, E.P. Schuster and M. Winner, The New Albanian
Company Law. Interpreted according to its sources in European Law (Tirana, 2009).
189 Art. 195 – 209 of the New Turkish Commercial Code, see e.g. M. Eroglu, ‘Obstacles and Possibilities for Sustainable
Companies in Turkey’ (2013), University of Oslo Faculty of Law Research Paper No. 2013-04, Part C. Available at
<http://ssrn.com/abstract=2218220> (accessed 2 February 2014).
190 Anker-Sørensen, Linn, Parental Liability for Externalities of Subsidiaries: Domestic and Extraterritorial Approaches
(October 7, 2014). University of Oslo Faculty of Law Research Paper No. 2014-36; Nordic & European Company Law
Working Paper No. 14-06. Available at SSRN: http://ssrn.com/abstract=2506508 or
http://dx.doi.org/10.2139/ssrn.2506508
191 T. Bachner, E. Schuster and M. Winner, The New Albanian Company Law; Interpreting According to its Sources in
208