The article is devoted to theoretical and practical issues of veil piercing and enterprise liability. The author concludes that limited liability principle is to be respected and controlling shareholders are to be subsidiary liable for the company’s debts only in case of their fault. To support this thesis the author refers to the principle of value maximisation of production and considers company as a tool for decreasing uncertainty of the future.
The paper analyses the development of such phenomena as globalization of cross-border insolvency cases in Russia in their increasing complexity and multi-jurisdictional nature. A retrospective of westbound bankruptcies is presented by the cases of recognition of Russian proceedings in Western Europe and USA, where near-insolvent debtors frequently siphon off their assets and migrate themselves. The prospects for bankruptcies globalization in the Eurasian direction (into the EAEU states) are assessed in terms of three factors, including classical freedoms of integration, freedom of judgments’ movement, and access of foreign persons to domestic bankruptcies. For finding solutions, the author notes the importance of examining the extensive experience worldwide and cross-border insolvency regulation models throughout Europe, Latin America, Africa, and Asia.
The article examines three categories of directors in English and Russian corporate law. These include: de jure, de facto and shadow directors. Upon analysis of English case law, the author comes to the conclusion that there are two approaches to the understanding of de-facto directorship — a narrow one under which a de-facto director is a person who has not been properly appointed as a company’s director, and a broad one under which it is irrelevant whether there has been an act of election; what is important is whether a person has behaved as if (s)he were a director. It is the broad approach which gives rise to the problem of drawing a line between de-facto and shadow directorship. The article provides a comparative analysis of de-facto and shadow directorship with the notion of a controlling person in Russian corporate and bankruptcy legislation.
The key problem of the article is the formation, distribution and transfer of powers of sole Executive body of a business company. The author addresses such issues as the content authority, which are considered as a unity of rights, obligations and encumbrances, forming the competence of the body that realizes the capacity of a legal entity. Also the subject of analysis is the contract on transfer of powers of sole Executive body of the company and arising in connection with this problem of access to carry out an activity.
The article is devoted to the problem of comparison between the international human rights law and the international humanitarian law. It is demonstrated on the basis of particular cases from the European Court of Human Rights practice that all attempts to erase the boarders between two spheres of international law are dangerous and counterproductive.
The author analyzes the limits of enforcement with regard to debtor in the enforcement procedure, taking into account the inadmissibility of ambiguously long and disproportionate state actions against debtor (including liability measures). Defining the limits of enforcement, it is assumed that debtor in the enforcement procedure does not stand again the state, represented by the bailiff, but the creditor. It means that enforcement is to be applied not in some abstract public interests, but as a rule, in the interests of other private person, holding the enforcement document issued for his/her name.
Substantive limits of exercising of the subjective rights define the procedural limits of its realization in the enforcement procedure. Consequently, in order to balance the interests of parties of enforcement procedure and state, the liability measures implied on the debtor in the enforcement procedure are to be differentiated taking into account the nature of the writ of execution, the fair distribution of risks if non-performance between the debtor and creditor.
The paper considers the efficiency of the statement of circumstances in the light of its purpose in contractual relations. The author insists that it cannot be efficient in its current form under the Civil Code
The paper deals with problems arising from the use of Soviet brands, the rights to which are monopolised by certain market players. The author considers doctrinal critical arguments against establishing the right of prior use of these brands.
The paper provides an overview of data localization provisions of recently adopted amendments to Federal Law “On Information, information technologies and protection of information” and Federal Law “On Personal data” and their impact on Internet-businesses. The paper focuses on analysis of subjective scope of these provisions, types of data to be stored locally, content of relevant cooperation obligations with Russian Law enforcement agencies and respective liability for non-compliance.