Part II
Gheorghe PIPEREA, Professor, Ph. D., Faculty of Law, University of Bucharest, The Group of Companies and their influence over the fundamental principles of the bilateral contracts
The group of companies is an undisputable economic reality, being the subject of a complex enterprise which is run through the companies which constitute the group.
The new vision regarding the professional and his enterprise, as regulated by the New Civil Code, in Article 3, leads to the idea that the group of companies may be a professional exploiting an enterprise, through the companies its controls.
The group of companies is characterised by the (i) control exercised by the dominant company or shareholder over the group companies and by the (ii) sole risk over the activity of the group.
Rarely the will of the controlled company is a real will or a free will from a legal point of view. The normality of the effects of the relativity principle is, in the case of the group of companies, an exception.
In the professional contracts law, as well as in the securities law, the most acute problem risen from the existence and the activity of the group of companies is how to determine the identity of the real party in contract: the controlled company (the one which appears in the contract, but expresses the will of the dominant company ) is the party or the dominant company (which does not appear in the contract, but imposes its will in the contract)?
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