Недостатках и противоречиях нового режима оборота долей в уставном капитале ООО
The article covers the main characteristic of cession of future claims as a legal act and its place in the system of legal acts. The author considers assignment of future claims as a disposal transaction with an object which does not exist at the moment.
The actual value of shares in the company in most is determined on the basis of the examination. The author casts doubt on the legality of such practices. Based on the result of the analysis of the legislation and judicial acts, the author proposes to use another mechanism in determining the need for the examination. The examination for this category of disputes as to the position of de lege lata, and from a position of de lege ferenda possible only if the claimant have denied the presumption of validity of the balance sheet data.
The Working Paper examines the peculiarities of the Russian model of corporate governance and control in the banking sector. The study relies upon theoretical as well as applied research of corporate governance in Russian commercial banks featuring different forms of ownership. We focus on real interests of all stakeholders, namely bank and stock market regulators, bank owners, investors, top managers and other insiders. The Anglo-American concept of corporate governance, based on agency theory and implying outside investors’ control over banks through stock market, is found to bear limited relevance. We suggest some ways of overcoming the gap between formal institutions of governance and the real life.