Недействительность решений коллегиальных органов хозяйственных обществ: в поисках баланса интересов
The criteria of invalidity of corporate bodies’ decisions used in Russian legislation and law enforcement are contradictory and they do not fully maintain the balance of shareholders’ interests. The roots of problems are a misleading unification of legal regulation of the meetings of non-legal entities and a corporation’s collegiate bodies as well as the introduction of the generic term «civil community» integrating corporate organizations and non-corporate groups. Furthermore, such grounds of the decisions invalidity as illegality of their content and violation of adoption procedure are not clearly distinguished. Organizational rights of the participants are unreasonably detached from their property (investment) interests. Consequently, the transfer of the right to the acquirer of the shares to claim the invalidation of the meeting’s decisions is incorrectly denied.
Using the model of a limited liability corporation is fundamental to the modern economy, providing not only the opportunity to make long-term collective investments, but also, in total, to effectively engage in economic activities. Therefore, the deprivation of the "corporate shield" is permissible only in exceptional cases and should be based on objective criteria.
It is justified to bring controlling persons to direct property liability to creditors of a legal entity when they using the legal entity as a tool for unlawful activities, including for misappropriation creditors’ property.
The discrepancy between the content of economic relations and their legal form is observed when using conduit companies, which in fact act not as investors, but as trustees. Therefore, the responsibility of the beneficiaries of such companies is logical to consider as the responsibility of the founder of the trust (Paragraph 3, Article 1022 of the Civil Code of the Russian Federation).
The joint liability of the main company established by paragraph 2 of Article 67.3 of the Civil Code of the Russian Federation for the obligation of the subsidiary prevents the normal distribution and limitation of investment risks. It is advisable to replace this type of liability with the joint liability of the group members having a single enterprise (paragraph 1 of Article 2, paragraph 3 of Article 401, paragraph 2 of Article 1047 of the Civil Code of the Russian Federation).
The book is devoted to problems of legislative, theoretical and judicial defining of subject of economic crimes in Russian and German criminal law in connection with legal persons. The authors analyze the current theoretical conceptions and case law and formulate proposals for improvement of present approaches. The special attention is given to liability of competitive manager for crimes committed in course of bankruptcy.
The right to do business in Russia is granted by the Constitution of the Russian Federation, which states that everyone shall have the right to freely use his or her abilities and property for entrepreneurial or any other economic activity not prohibited by the law. In the Russian Civil Code, business activity is understood as an independent activity, performed at one’s own risk, aimed at systematically deriving profit from the use of the property, the sale of commodities, the performance of work, or the rendering of services by the persons registered in this capacity in conformity with the law-established procedure.
Doing Corporate Business in Russia attempts to examine not only the theoretical aspects of Russian business procedures, but also the specific nature of their implementation. This book offers an examination of the process of establishing, functioning, and terminating various types of business corporations in the Russian Federation and gives readers a thorough understanding of business in Russia. It clarifies the legal features of management and interaction with contractors and public authorities. It also touches upon the issues of legal linguistics and its role in legal practice. Knowledge in this field enables the reader to get a sense of the correct interpretation of the content of legal documents, proper definitions of terms, and of the potential violations of the rights of business entities based on improper understanding of normative language.
The book will be useful to scientists and practicing lawyers, students, and anyone interested in the specifics of corporate business entities and the Russian business climate.
When businesses continually strive to access awareness and market opportunities globally, the globalization of R&D activities has continued its growth path. The main goal of international cooperation is to capture knowledge that can be converted to profit through two strategies: Technology exploration and Technology exploitation
The rise of digital data in the new millennium has drastically changed former approaches of information management. New social media applications, cloud computing, and software-as-a-service applications further contributed to the data explosion. Big data governance is a part of a broader information governance program that manages policies relating to data optimization, privacy, and monetization. This information governance is the set of principles, policies and processes that corresponds to corporate strategy and define its operational and financial goals. The paper explains how big data governance determines what data is held, how it is held, where and in what quality. The authors describes the impact of Big Data, Big Data governance management , Big Data core disciplines and government policies related to big data.
The article is devoted to a particular form of freedom of assembly — the right to counter-demonstrate. The author underlines the value of this right as an element of democratic society, but also acknowledges the risk of violent actions among participants of opposing demonstrations. Due to this risk, the government may adopt adequate measures restricting the right to counter-demonstrate, certain types of which are analyzed in this paper.
Development of standards of international controllability is reviewed in the article. Institutional approach is applied to development of international legal regime of Energy Charter. Definition of controllability is connected to development of international standards of dispute settlement, which are described in the article in detail. In connection with controllability, Russian interest, defense of investment in European Union and ecological investment encouragement, is reviewed in the article.
мировое управление и управляемость, Мировая экономика, международное экономическое право, энергетическая хартия, International control and controllability, International economics, international economic law, Energy Charter
международное частное право; недвижимость; ; школа бартолистов; бартолисты; теория статутов; статуарная теория/