Fading Entity Boundaries in Comparative Corporate Law

This seminar is one of four that will take place in May, June and July 2022.

Together with the Department of Law, University of Mannheim, the Centre for Business Law and Practice (University of Leeds) continues in 2022 the Leeds/Mannheim Online Seminar Series, which was launched last year.


This Article examines the treatment of legal entity boundaries in the application of corporate law and shareholder rights in groups of companies – a critical issue given that large corporations typically have hundreds of subsidiaries. By analyzing this question in several key jurisdictions over time, it identifies and explains the erasure of entity boundaries in the application of corporate laws around the world, a phenomenon which it terms “entity transparency.” Corporate law rules in groups of companies increasingly apply on a pass-through basis, a gradual development that has accelerated in the twenty-first century. There are, however, relevant differences in the embrace of entity transparency across jurisdictions, which means that global convergence in shareholder protection is more limited than previously assumed. Moreover, contrary to conventional understandings, there is little correlation between a jurisdiction’s willingness to disregard entity boundaries to support shareholder rights, on the one hand, and to impose shareholder liability for the benefit of creditors, on the other. The rise of entity transparency in corporate law challenges the prevailing view that overcoming corporate separateness between parent companies and subsidiaries requires exceptional circumstances, and offers new doctrinal and functional grounds for developments in other areas of law.


Mariana Pargendler is Global Professor of Law (Spring 2022) at NYU Law in Buenos Aires. She is Professor of Law at Fundação Getulio Vargas (FGV) Law School in São Paulo, where she is also a director of the Center for Law, Economics, and Governance. Her scholarship examines problems in corporate law, corporate governance, and contract law from an economic and comparative perspective. She holds an LL.B. and a PhD (Law) from the Federal University of Rio Grande do Sul (Brazil), as well LL.M. and J.S.D. degrees from Yale Law School. While at Yale, she was a research fellow at the Millstein Center for Corporate Governance and Performance at the Yale School of Management, as well as an Olin fellow at the Center for Studies in Law, Economics, and Public Policy at Yale Law School. Prior to joining academia, she was a corporate associate at the New York office of Weil, Gotshal & Manges LLP.

This one-hour event will take place via Zoom and will be recorded. Registration for this event will be understood as indicating consent to the talk being recorded.

All are welcome. This is a free event, though registration is required via Eventbrite.