"SHADOW DIRECTORS" - ASPECTS OF DE FACTO AND DE JURE CONTROL OF A TRANSNATIONAL COMPANY

Abstract

The paper discusses the responsibility of hidden directors who act "in the shadows" in a transnational company (TNC) in the function of its effective legal control. In the "shadow" position of the director, the parent company TNK and its management can be found in relation to the subsidiary company TNK and its management. Starting from the model of corporate management and control system in TNK from "centralization to decentralization", the author opens numerous questions related to the fiduciary duties of directors of subsidiaries. Bearing in mind that the centralization of management in TNCs is a sine qua non of their characteristics, the parent company is first analyzed, which in a certain management model becomes a "shadow director". Considering the legal characteristics of TNCs that significantly determine their control, special emphasis is placed on acting in accordance with the interests of the company as a whole, that is, the actions of all members of TNCs in accordance with the group's global business policy. In the concluding remarks of his work, the author advocates imposing the duties of appointed directors on "shadow" directors. This would fulfill the assumptions of good corporate governance and achieve legal control of TNK.