О некоторых проблемах применения принципа справедливости во внутренней деятельности хозяйственных обществ

Теоретическая и прикладная юриспруденция. 2023. № 1. С. 28–35.

Tsepov G.

Achieving farness in the internal activities of business corporation requires a combination of both organizational
and contractual mechanisms, which is due to the dualistic (statutory and contractual) nature of the business
corporation. Effectively applied for asset allocation the principle of proportionality cannot fully guarantee fairness
in the implementation of management activities, since consolidation of corporate power is required for managerial
decision-making. The exercise of power functions by majority shareholders may lead to infringement of the
investment interests of minority ones. The solution to the problem is the redemption of the share by the business
corporation at the request of the stockholder upon the occurrence (non-occurrence) of certain circumstances, which
can be considered as the redemption of an unspecifi ed rent in advance. Despite the existence of special rules in
corporate legislation governing the repurchase of shares at the request of a shareholder in order to achieve fairness
it is advisable to fi x the general rule on the right of a shareholder of a business corporation, taking into account the
conditions provided for by law and the charter, to demand the repurchase by a business corporation of his shares in
case of violation by the corporation of his reasonable investment expectations.

Keywords: principle of justice, принцип справедливости, внутренняя деятельность, хозяйственное общество, принцип пропорциональности, principle of proportionality, выкуп акций, business corporation