Mackie, C orcid.org/0000-0002-8560-2427 (2020) Corporate groups, common officers and the relevance of ‘capacity’ in questions of knowledge attribution. Journal of Corporate Law Studies, 20 (1). pp. 1-38. ISSN 1473-5970
Abstract
This article advances a new approach to questions of knowledge attribution concerning determination of legal liability. It does so within the setting of a corporate group, specifically where a director, manager or secretary of a parent company is appointed to a subsidiary's board and acquires pertinent knowledge in the latter capacity. Under the common law of England and Wales, that knowledge cannot be attributed to the parent unless an exception exists. These are narrow and difficult to establish. However, common officers are often deployed to facilitate information flow between two companies. This creates a troubling paradox which has not previously been identified in the literature. Whilst the parent may benefit from useful intelligence gathered by these individuals, it is largely immune from legal liability if information relating to malfeasance or neglect in the subsidiary is discovered. The proposed approach redresses this imbalance, enabling information concerning the parent's ‘affairs’ to be attributed to it.
Metadata
Item Type: | Article |
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Authors/Creators: |
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Copyright, Publisher and Additional Information: | © 2019 Informa UK Limited, trading as Taylor & Francis Group. This is an author produced version of an article published in Journal of Corporate Law Studies. Uploaded in accordance with the publisher's self-archiving policy. |
Keywords: | rules of attribution; imputed knowledge; common officers; interlocking directorships; corporate groups; separate legal personality |
Dates: |
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Institution: | The University of Leeds |
Academic Units: | The University of Leeds > Faculty of Education, Social Sciences and Law (Leeds) > School of Law (Leeds) |
Depositing User: | Symplectic Publications |
Date Deposited: | 25 Mar 2019 14:46 |
Last Modified: | 20 Feb 2021 01:38 |
Status: | Published |
Publisher: | Taylor & Francis |
Identification Number: | 10.1080/14735970.2019.1604607 |
Open Archives Initiative ID (OAI ID): | oai:eprints.whiterose.ac.uk:144036 |