In the dynamic and constantly evolving landscape of corporate structures and organizational structures, one cannot help but consider: Is it possible for a company to function as a subsidiary under two different parent companies? Although this may initially seem a relatively straightforward question, its answer requires us to understand the complex area of commercial law, and the intricacies of ownership and governance of corporate entities. In this article, we explore the intriguing concept of a company having dual parentage and the circumstances under which this scenario can arise.
A Company Be a Subsidiary of Two Companies
Two companies can jointly own or control a subsidiary. The two parent businesses have the majority of voting rights in the subsidiary, can appoint or remove a majority of its board of directors, or significantly influence its operations. The difference between holding and subsidiary companies is that holding companies supervise and spread risk, while subsidiaries manage their own affairs and maintain distinct identities. Some examples:
Joint venture subsidiaries
A joint venture is a business structure where two or more parties share resources and skills. Partner companies form joint venture subsidiaries to carry out specific projects or activities.
For example: Sony and Ericsson formed a joint venture subsidiary called Sony Ericsson Mobile Communications in 2001 to produce mobile phones. The joint venture subsidiary was equally owned and controlled by Sony and Ericsson until 2012 when Sony bought out Ericsson’s stake.
A cross-holding is a situation where two companies own shares in each other, creating a mutual relationship. A cross-holding subsidiary is a company that is owned by two companies that have cross-holdings in each other.
For example: Renault and Nissan have cross-holdings in each other, with Renault owning 43.4% of Nissan and Nissan owning 15% of Renault. They also jointly own a subsidiary called Renault-Nissan BV, which coordinates the alliance between the two companies.
A dual-listed company is a corporate structure where two companies operate as a single business entity but maintain separate legal identities and stock exchange listings. A dual-listed subsidiary is a company that is owned by two companies that have a dual-listing arrangement.
For example: Royal Dutch Shell and Shell Transport and Trading were two separate companies that merged in 2005 to form a dual-listed company called Royal Dutch Shell plc. They also jointly own a subsidiary called Shell Petroleum NV, which holds most of their oil and gas assets.
Reasons: Why two companies may want to own or control a subsidiary together
To access new markets or resources
By partnering with another company, a parent company can gain access to new customers, suppliers, technologies, or locations that the subsidiary operates in. This can help the parent company expand its business scope and diversify its revenue streams.
To share risks and costs
By sharing ownership and control, a parent company can lessen its financial and operational risks from a subsidiary. This can save the parent company’s financial, operational, and tax costs from the subsidiary.
To enhance synergies and efficiencies.
A parent company can use another company’s complementing strengths and capabilities by collaboration. This can assist the parent company in improving product quality, innovation, customer service, or competition.
Challenges and Drawbacks
To manage conflicts and disagreements
Two parent companies with different interests and goals, a subsidiary may face conflicts and disagreements over its strategy, governance, performance, or dividend policy. This can affect the subsidiary’s decision-making process, operational efficiency, or profitability.
To comply with regulations and reporting requirements
By having two parent companies with different legal jurisdictions and stock exchange listings, a subsidiary may have to comply with multiple sets of laws, rules, standards, and disclosures. This can increase the subsidiary’s compliance costs, complexity, and risks.
To balance stakeholder expectations and interests
With two parent companies with different shareholders, creditors, employees, customers, suppliers, and regulators, a subsidiary may have to balance various stakeholder expectations and interests. This can create challenges for the subsidiary’s communication, reputation, or social responsibility.