Monday, November 23, 2009
Posted by D. Daniel Sokol
Samuel Miller (Sidley Austin) & Ryan Sandrock (Sidley Austin) provide their thoughts on Parental Liability for A Subsidiary's Antitrust Violations Under U.S. Law.
ABSTRACT: A frequently-arising issue in both civil and criminal antitrust cases in the United States is whether a parent company can be held liable for the antitrust violations of a subsidiary or other related company. The applicable U.S. law on this issue is remarkably clear: corporate separateness and formalities must be respected. Simply because Company A has an ownership interest, even a 100 percent ownership interest, in Company B does not mean that Company A can be held criminally or civilly liable for Company B’s conduct. Neither government enforcers nor civil plaintiffs should be able to maintain an action against a company simply because it owns an interest in another company whose conduct is in question or simply because there is some other factor—common parent, overlapping directors, exercise of general supervisory power—suggesting a relationship between the entities.