Reasons for refusal to execute a binding instruction and the risk of changing the approach to making assessments

Abstract

This article, which deals with the functioning of a group of companies, presents the statutory conditions under which the management board of a subsidiary may refuse to execute a binding instruction issued by the parent company.
The author shows in this study that proper assessment of the aforementioned conditions can be treated as problematic due to their economic nature in terms of time, in the long run. Further in the article, the optional conditions of refusal to execute a binding instruction and the issue of their proper interpretation are presented. In the final part of the work, the author tries to draw the reader’s attention to the issue of the proper course of action of the management body of a subsidiary when making a decision to refuse to execute a binding instruction or to execute it, while pointing out the lack of civil law liability for the execution of a binding instruction issued by the parent company in a group of companies.