Article 563 — Interest of the Group

1/ the management or director of a subsidiary that acts in a way contrary to the interest of the subsidiary, whether or not as a result of an instruction issued by the parent company, shall not be deemed to have acted in breach of their fiduciary duties only if: a) the decision is in the interests of the group as a whole; b) the management, acting on the basis of the information available to them and that would be available to them if they complied with their fiduciary duties before taking the decision, may reasonably assume that the damage will, within a reasonable period, be balanced by gain, and c) the damage is not such as would place the continued existence of the company in jeopardy. 2/ If the subsidiary is wholly-owned, Sub-Article (1) (b) shall not apply. 3/ The management of the subsidiary may refuse to comply with instructions from the parent company if the conditions set in Sub-Article (1) are not satisfied.