Following up on my series of blogs about subsidiaries, to be proficient when managing subsidiaries, you need to be organized. You want things to run smoothly once an entity is formed – and to help guide you when you’re deciding whether to approve a new entity. The linchpin of this is to set up an enterprise – a uniform – way of working.

That’s why I recommend a “How & Why” guide to running your subsidiaries. Something that you update every few years. Maybe every five years.

A good rule to include in that guide is to bar anyone in operations from forming a new entity unless they first get clearance from you. This should be a cardinal rule.

In many cases, you should fight tooth and nail to stop a new entity from being formed. Only give the blessing if it’s absolutely necessary. And there may be very legitimate reasons for forming new entities – sometimes due to industry-specific regulatory requirements, sometimes for tax reasons, sometimes for corporate structural reasons.

People used to argue that you need a bunch of entities so that the corporate veil wouldn’t be pierced. Many practitioners with real-life experience view that as hogwash. Simply creating a separate entity to hold risky operations is typically not enough to isolate those liabilities. Don’t let that be the reason why a new entity is being formed.

Bear in mind that every time you open a subsidiary in a new country, there’s a bit of a learning curve – and some associated costs – with doing that. So this general reluctance to form new subsidiaries goes double for approving a subsidiary in a new country unless there are compelling reasons.

Print:
Email this postTweet this postLike this postShare this post on LinkedIn
Photo of Broc Romanek Broc Romanek

As a strategist for the firm’s Corporate & Securities practice, Broc Romanek has a deep understanding of the regulatory and environmental, social, and governance (ESG) marketplace. Prior to joining Perkins Coie, Broc served as editor at TheCorporateCounsel.net, CompensationStandards.com, and DealLawyers.com, where he oversaw…

As a strategist for the firm’s Corporate & Securities practice, Broc Romanek has a deep understanding of the regulatory and environmental, social, and governance (ESG) marketplace. Prior to joining Perkins Coie, Broc served as editor at TheCorporateCounsel.net, CompensationStandards.com, and DealLawyers.com, where he oversaw and managed coverage on issues related to ESG, corporate governance, executive pay, deals, and market trends and analysis.

In addition to his nearly two decades of working as a journalist and publisher, Broc served as assistant general counsel at a Fortune 50 company, worked in the Office of Chief Counsel of the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance, was a counselor to former SEC Commissioner Laura Unger, and worked in private practice. He also is the author, or co-author, of four legal treatises, and has authored several books focused on the legal industry.