This chapter identifies the “building blocks” of organizational architecture. A group structure is composed of two or more legal entities. This chapter discusses the significance of the selection of legal entities and is divided into selections on legal form, corporate purpose, and corporate function in a group structure. The chapter contributes to the literature by distinguishing the roles of operative, service, holding, and dormant companies in groups and the implications of these upon the selection of affiliation linkages (Chapter 5) and internal governance mechanisms (Chapter 6).

This chapter discusses a set of complexity drivers and the facilitators and cognitive constraints confronted with when facing a complex subject such as multinational corporate groups. I argue that part of the challenge of determining the nature of a corporate group is the tension between formal and informal perceptions of corporate control, in the game played by corporations and intermediaries and by national legislators amending legal concepts based on depictions that do not necessarily reflect today’s business realities.

In this chapter, I explain how Systems Thinking can be applied to increase our perception of modern corporate groups and control mechanisms. The outcome is the notion of groups being more than the sum of the participating legal entities due to internal coordination and strategy, where all relative modes of control are taken into consideration. Group systems are analyzed through their nodes and the quality of their links, where the full representation stems from the process of emergence. I showcase the application of Systems Thinking by taking a closer look at the personal control structure of Alibaba.

This chapter analyzes the extent to which company law requires disclosure of corporate control. Three approaches to disclosure regimes are covered: (i) investor disclosure and the amended Shareholder Rights Directive on the transparency of shareholders, (ii) intention disclosure, referring to the extent to which investors are to disclosure the intention of their investment that can illuminate control structures, and (iii) interaction disclosure, referring to requirements to disclose agreements between affiliated entities and network entities.

In this chapter, three inherent challenges with Systems Thinking is addressed. These are (i) legal uncertainty, due to the case-by-case assessment of control relations that may lead to different outcomes, (ii) information asymmetry concerns, due to information gathering processes, and (iii) enforcement concerns, due to the need of a modified definition of legal terms such as corporate control, beneficial ownership, and controlled and affiliated entities.

This chapter discusses the different categories of relations or connections that, in isolation or cumulatively, qualify as a means of control. This chapter adds a systematization of equity and nonequity modes of control to the existing corporate law literature. This ranges from traditional shareholding and share classes and contractual ties such as shareholder agreements and share lending contracts, to complex financial instruments, the significance of intermediated holdings, and to the role of participation on closed blockchain platforms and smart contracts governing the relationship between two or more companies. An important insight from the analysis described in this chapter is that a combined set of holdings can, due to its complex nature, lead to it running under the regulatory radar.

This chapter explores the theme of innovation and IP use in the mining industry by providing a foreign direct investment (FDI) angle. It highlights the role of mining multinational enterprises (MNEs), both as main actors of international production and in their links with host countries’ government and social and economic context. The development implications of FDI spillovers seem critical in the mining industry where the bulk of investment takes place in developing countries, often the least developed countries. The chapter describes the mining FDI ecosystem: key MNE players, recent trends and outlook and investment policy directions. It discusses the different types of impacts that mining FDI can have on host countries, with a particular view towards poor and vulnerable economies.

This chapter presents some preliminary evidence about the way both mining firms and suppliers innovate in Chile and whether (and, if yes, how) they protect their innovations. It includes semi-structured interviews with senior executives at a sample of Chilean mining firms, mining, equipment, technology and services (METS) and universities. This analysis is complemented with information coming from an online survey applied to 300 Chilean METS. Finally, a group of twenty lawyers specializing in intellectual property was surveyed to provide their opinions regarding: the role of IP in the mining sector, the likely benefits of the introduction of a patent box mechanism in the Chilean legislation, and the role the Chilean IP Office (INAPI) is playing in this area. Interviews with INAPI’s senior staff members also present the policies implemented over the last years in order to promote the use of IP instruments in the mining sector.