Part II

A corporate group is an indisputable economic reality, as it is the owner of a complex enterprise that operates through the companies within the group.

The new concept regarding a professional and his or her business, as governed by Article 3 of the New Civil Code, leads to the conclusion that a group of companies may also qualify as a professional operating a business through its controlled companies.

A group of companies is characterized by (i) the control exercised by the parent company (or the controlling shareholder) over the companies in the group and (ii) the unique risk associated with the group’s operations.

The will of a controlled company is rarely its true will or a legally free will. The normal application of the principle of relativity of effects is, in the case of a group of companies, an exceptional situation.

In the context of commercial contracts as well as within the legal framework governing guarantees, the most challenging issue raised by the existence and operations of a group of companies is determining the identity of the true contracting party: Is the controlled company (which appears in the contract but expresses the will of the parent company) a party to the contract, or is it the parent company (which does not appear in the contract but imposes its will in it)?