Liability of a subsidiary company’s director, a group’s best interest and offsetting benefits

Following the transfer of its customer base to another company in the same group, the transferor company suffered financial losses. Both the incorporation of the transferee company and the aforementioned transfer were carried out by the directors of a subsidiary company on the instructions of the group’s parent company and under the unitary administration of the same. In these circumstances, a minority shareholder of the aggrieved company filed a derivative claim against its directors.The judgment of the Supreme Court of 11 December 2015 has addressed this issue (ultimately, the liability that lies with the directors of a subsidiary company when acting on the controlling company’s instructions) and, in short, it has come to say that…