Company groups: european model company act (emca) and lithuanian context

Company groups: European Model Company Act (EMCA) and Lithuanian Context In September 2015, after more than 8 years of drafting, the European Model Company Act (hereinafter referred to as the EMCA), which seeks to harmonise company law in Europe, was introduced. Provisions of Chapter 15 of said Act are intended to regulate company groups. Only fragments of the company group regulation are set in Lithuania. Such legal uncertainty and indeterminacy give rise to a number of issues: more complex company group management, lack of properly ensured interests of minority shareholders and creditors of a company group. In order to solve the aforementioned issues relating to lack of company group regulation, this Master’s thesis seeks to evaluate the possibility for implementation of the EMCA provisions regulating activity of company groups within the Lithuanian context. For this purpose, the Master’s thesis is divided into three parts. The first part analyses issues relating to lack of company group regulation and evaluates whether company groups are perceived in the same way within both the EMCA context and the Lithuanian context. The second part delves into company group management issues and analyses the respective EMCA sections that are intended to harmonise management within company groups. For instance, a great deal of attention is paid to analysis of the recognition of the interest of the group and the right of a parent company to give instructions to the management of a subsidiary. The third part deals with issues of protection of shareholders and creditors of a company group and analyses the EMCA provisions that are designed to improve the condition of shareholders and creditors of a company group, such as the right to sell-out and the wrongful trading doctrine. In the research analysis, the author also presents his position on the lack of company group regulation in Lithuania and discusses the possibilities to implement the respective provisions of Article 15 of the EMCA into the national legislation