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05-Sep-2016 15:46

Upon reaching a decision to organize or acquire a subsidiary corporation, the business enterprise parent controls its subsidiary by being its sole stockholder.

By holding, i.e., owning all of the subsidiary’s voting stock, the parent has the power to elect and remove the entire board of directors.

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To maintain control of a subsidiary and at the same time allow the subsidiary to operate as an independent entity under the direction of its board of directors, a parent business enterprise should: (1) be the sole shareholder; (2) include voting control provisions in the subsidiary’s articles of incorporation along with provisions that prohibit amendment of the articles without the approval of the sole shareholder; (3) prepare comprehensive bylaws defining the designation and authority of officers, their term of office, their removal (for cause, or for any or no reason); (4) include in the bylaws the procedure whereby the parent elects and removes directors; and (5) prohibit bylaw amendments without the sole shareholder’s approval, etc.

The board of directors of the subsidiary are responsible to manage the business and affairs of the subsidiary.

In either case, the relationship between a parent company and a subsidiary may create some unique problems for the parent company.

In this way, the litigant may seek payment of an unfunded liability of one corporation from another corporation.

It must be noted, however, that a litigant pursuing an alter ego theory of liability has an uphill fight.

Courts are not likely to permit a litigant to “pierce the corporate veil” of a corporation and reach the assets of its parent shareholder, unless it is abundantly clear that the two corporations were indistinguishable as separate corporate entities and are operating as one corporation.

A wrong-headed decision here risks mismanagement of the subsidiary.

Thus, not only should the subsidiary’s directors be selected with care, they should be “schooled” in a formal board training program which teaches individuals what they should know about being a director of a corporation.

In this way, the litigant may seek payment of an unfunded liability of one corporation from another corporation.It must be noted, however, that a litigant pursuing an alter ego theory of liability has an uphill fight.Courts are not likely to permit a litigant to “pierce the corporate veil” of a corporation and reach the assets of its parent shareholder, unless it is abundantly clear that the two corporations were indistinguishable as separate corporate entities and are operating as one corporation.A wrong-headed decision here risks mismanagement of the subsidiary.Thus, not only should the subsidiary’s directors be selected with care, they should be “schooled” in a formal board training program which teaches individuals what they should know about being a director of a corporation.The matter of subsidiary independence is oftentimes a stumbling block to the parent business enterprise which may view an independent subsidiary as an uncontrolled subsidiary.