Repository of DUTH

Εγχώρια και διεθνής πτώχευση ομίλων επιχειρήσεων (Master thesis)

Γκρεμηλογιάννη, Αγγελική Δαμιανή

Company groups are an increasingly widespread phenomenon of business organization at the national and international level in recent years. The choice to establish such business groups with subsidiaries in different countries, apart from being based on the globalization of markets, also serves the need to expand business activities in territorial areas outside borders on a basis where tax and organizational-administrative advantages are enjoyed for this and the scheme this is particularly attractive. The organization of multiple entities under the mantle of the group, among other things, promotes the more efficient operation of companies abroad, as well as technological and productive progress through specialization, division of labor and entrepreneurial activity. However, the non-recognition of legal personality in the group of companies as a whole, which is basically a result of the insistence of company law on the principle of the independence of legal entities, entails serious issues in various branches of law for these formations. Of course, the group's activity in different markets, either locally or by type, increases the risk of financial difficulties or even bankruptcy in view of the global economic crisis. The bankruptcy of the group of companies is in itself a complex legal issue due to the lack of legislative background as the bankruptcy code adheres to the doctrine: "one legal person, one property, one bankruptcy". Thus, we have to face the following situation: on the one hand, the financial collapse of such important agglomerations as the group, which we must manage in such a way as to ensure not only the interests of the lenders and the group, but also those who take the risk from its activity, i.e. shareholders, customers and suppliers. And at the same time, on the other hand, we have to achieve this goal by virtue of a bankruptcy code that does not accept the bankruptcy capacity of a group of companies, with the result that each company that makes up the group goes bankrupt separately and its bankruptcy follows an independent course. In addition, the issues to be resolved increase when cross-border elements are involved due to the involvement of several legal classes with different bankruptcy regulations each, the involvement of various persons and authorities and the dispersion of assets in several states. In such a case, international bankruptcy law plays an important role in resolving the cross-border issues that arise. After all, what is required in the cross-border insolvency of consolidated companies is to find the most suitable model for securing and maintaining the economic value of the group as a whole in the interests of its restructuring and in order to protect the interests of creditors. For many years, both at the domestic and European and also at the international level, a clear legislative framework had disappeared despite the frequency of occurrence of the phenomenon. There has been a serious effort with the European Regulation 848/2015 and internationally in the UNCITRAL Bankruptcy Law. On the contrary, at the national level, even after the complete reform of the Bankruptcy Code with the law 4738/2020, provisions concerning the group as an entity were still not incorporated. Thus, the current legislative regime, its implementation and its failures regarding this issue are analyzed. In its first chapter, which constitutes its introduction, the concept of business groups, their special characteristics and their mode of operation are analyzed. At the same time, the concept of cross-border insolvency of consolidated companies, the legislative framework that governs it and the basic principles on which it is based are prescribed. In the second chapter, which focuses on what is happening at the national level, the Greek bankruptcy law is listed and what it provides regarding the bankruptcy process of business groups with proposals regarding the procedural and substantive consolidation of the process, which is still missing from the regulations and the newer law of 2020. Then, in the third chapter, which concerns the bankruptcy of business groups at the European level, Regulation 848/2015 is analyzed in terms of its structure, operation, as well as its most basic meaning which is also a criterion for establishing the jurisdiction of the court which the bankruptcy application will be handled by the Center of Main Interests, as it was applied by Regulation 1346/2000, as it is applied by Regulation 848/2015 and compared to these applications as reflected in the Greek bankruptcy law and as applied by the Greek courts. In the fourth chapter of the present, which concerns the international insolvency of group members and the UNCITRAL Model Law, its incorporation into Greek law is listed first, followed by a comparison with domestic law and Regulation 848/2015, while at the same time the center of main interests is analyzed and under the provisions of this model law resulting in jurisprudential example from American law for a more complete understanding of the application.