Related Party Transactions and Intragroup Transactions

Abstract

In the context of corporate groups, related party transactions pose particular challenges. On the one hand, transactions within corporate groups are often economically desirable. The very raison d’etre of a corporate group may be to facilitate transaction between its constituent companies. On the other hand, the very frequency, volume, and depth of intragroup transactions make them particularly suitable vehicles for illicitly extracting wealth from a corporation at the expense of minority shareholders and creditors. Moreover, traditional techniques for policing related party transactions, such as judicial fairness review and or requirements that the transaction be approved by disinterested decision-makers can easily become impracticable where, as in the intragroup context, self-dealing transactions are the norm rather than the exception. It is therefore unsurprising that different legal systems have developed additional legal techniques for policing intra-group transactions in the context of corporate groups. The present contribution seeks to provide a survey over these different approaches and explain how they help to reduce the social costs of self-dealing.