Does a director of a parent corporation serve as an agent of a subsidiary?

California, United States of America


The following excerpt is from Hollander v. XL Capital Ltd., B276621 (Cal. App. 2018):

that fact by itself does not raise a triable issue as to whether the defendants were agents of one another. As the United States Supreme Court explained in the context of assessing corporate separateness for purposes of liability: " '[I]t is entirely appropriate for directors of a parent corporation to serve as directors of its subsidiary, and that fact alone may not serve to expose the parent corporation to liability for its subsidiary's acts. [Citations.] [] This recognition that the corporate personalities remain distinct has its corollary in the 'well established principle [of corporate law] that directors and officers holding positions with a parent and its subsidiary can and do "change hats" to represent the two corporations separately, despite their common ownership.' " (United States v. Bestfoods (1998) 524 U.S. 51, 69.)

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