Due to its connection with competition, the formation, the conduct, and the steering of groups of undertakings have been a subject of modern competition law since its emergence in the USA of the late 19th century. This is because market players might, by making use of their economic freedom to form and to act as groups, destroy this freedom. The question is, therefore, whether and to what extent legislation is required in order to get rid of this threat to the freedom of competition of the individual and competition itself as an institution. With the transition to a system based on freedom of contracts and freedom of competition, this question has also become topical in the countries of Central and Eastern Europe (CEECs).

This paper analyses the monitoring under competition law of the formation and operation of company groups in Poland. Groups of undertakings, which existed in the centrally planned economy, have been eliminated, or have radically, changed the range of their operations. Reasons for the formation of company groups include: risk management on the emerging market, the creation of common investment funds under the restrictive monetary policy, reduced transaction costs, and the delegation of powers to subsidiaries. The groups operating currently were incorporated through agreements between companies, buy-outs of state enterprises by private investors, acquisitions and outsourcing. The distribution networks form the majority of the agreement-based groups. Sectoral diversification is a characteristic feature of the capital groups and in most cases they are vertically integrated. Polish competition law enables the supervision of agreements between undertakings, acquisitions and buy-outs by private investors. The application of the competition law resulted in the formation of multi-sectoral company groups. The market power of companies and their groups depends not only on their size but also on the size of their relevant markets. Liberalisation of international economic relations results in the elimination of barriers to entry on product and geographic markets, weakening the market power of the domestic market players and developing competition.

This paper analyzes the emergence and practice of company groups as well as other legal institutions aimed at protecting creditors and minority shareholders of controlled companies in Polish law. To avoid misunderstandings, the concept of groups of companies is defined as an association of two or more companies dominated by a single entity (dominant firm). In principle, it is assumed that such groups of companies consist of companies possessing independent legal personality. However, participation of other legal entities in the group should also be considered. In particular, the classical narrow definition of a group of companies, if adopted by a given statute for the purpose of protecting creditors or minority shareholders, makes the task of circumventing the law rather easy. Thus, it should be sufficient if a group is dominated by a partnership or a cooperative organization. For similar reasons, a requirement that a “group” shall consist of at least three companies seems to be too formalistic and imperfect. Hence, the definition of a “group” or “dominance” may be given different meanings for various purposes. In this paper the notion of “dominance” is patterned after the seventh EU Directive, unless defined otherwise.

The subject of this article is the development of group law in Hungary, which can already be traced back to the time before the fall of the iron curtain in 1989-1990. In particular, the Law on Commercial Companies (LCC) had already since 1988 contained several basic rules on group law. The evolution of Hungarian group law may be described as gradual and reactive. Whilst already in 1988 it had become conceivable that in the foreseeable future groups of companies and the legal problems inherent to them would gain significance, this situation had not then become sufficiently concrete to require a comprehensive legal solution.

Basing its relevant provisions on the German law model, Croatia is one of the very few countries which comprehensively regulates company groups. However, some important remarks have to be made in this respect.

This article proposes a model of the transformation process of statutory monopolies in European Community (EC) Law, on the basis of the liberalisation of the markets which has taken place in the past ten years. Despite discrepancies between the paths chosen for the various public utilities' sectors, EC institutions, including the Court of Justice of the European Communities, have pursued a policy, which they have constantly refined, regarding the transformation of statutory monopolies, regardless of its legal basis in the EC Treaty. After first defending a very far-reaching approach in favour of total liberalisation, EC institutions have adopted a more balanced attitude towards statutory monopolies. This is reflected in a four-tier transformation programme, which comprises both a functional and a structural transformation.

The freedom of establishment entails not only a general prohibition of discrimination and restrictions, but also incorporates, as regards the setting-up of secondary establishments, the right to choose between the legal forms of a dependent branch establishment and an independent subsidiary. This right to choose serves the purpose of giving the economic operators in the internal market the opportunity of a gradual integration into foreign markets.

The 1990s witnessed the European début of a series of securities markets for high-growth companies adopting as their regulatory model the National Association of Securities Dealers Automated Quotation (NASDAQ) market in the USA. These markets are generally known as New Markets.

As old age security has become a major concern, supplementary pensions are an issue of great political interest, debated heavily at the national level within the EU Member States as well as at the supra-national level of the European Union. Increasing labour mobility has made supplementary pension systems, suited for transnational work, a subject of European social policy. The European capital market and the Euro promise access to capital for all pension schemes operating on the basis of accumulating and investing capital, thus directing the economic development of pensions towards capital-based systems.

This article deals with the European legislation on supplementary pensions in the context of both their “social dimension” and their “economic dimension”. The “Safeguard” Directive 98/49/EC is aimed at eliminating obstacles to labour mobility resulting from the specific legal design of national systems of supplementary pensions and diversity in Member States. In contrast, the proposal for a Directive on Institutions for Occupational Retirement Provision (IORP) is aimed at liberalising cross-border investment and management services of IORPs, and to prepare the liberalisation of capital investment, by setting a common standard for supervisory systems, funding requirements and investment rules. Both Directives are analysed in the wider context of the European legislation on supplementary pensions, also assessing, in particular, their likely impact on the German system of retirement provision.