Система превентивных мер, направленных против злоупотреблений правом в акционерных правоотношениях

Бизнес в законе. Экономико-юридический журнал. 2014. № 1. С. 95–100.

Erahtina O. S.

Abuse of rights is using of rights of a certain person in contravention of their intended purpose that leads to certain negative consequences for other people whereas the existing legislation is not openly breached. Thus there are no objective grounds on which the person who abuses his rights can be held accountable. The situations when one party in the corporate conflict abuses the rights are quite common in joint-stock companies. As a rule, the aim of abuse of rights is to change relations of forces in a jointstock company and to obtain the right to dispose of its assets. The aim of our article is to develop the system of internal protection measures against abuse of rights in corporate relationships. The main focus of our article is on developing and implementing the preventive measures that aim at eliminating any possibility to abuse rights. Such measures are to be spelt out in local acts that regulates the company’s and its management’s activity. The conclusions and recommendations of this study are based on the analysis and synthesis of Russian law and corporate practice. However, the use of these findings and provisions will highlight key issues for improving corporate law and corporate practice in other countries.

Keywords: акционерные общества, management, злоупотребление правом, preventive measures, корпоративное законодательство, органы управления, миноритарные акционеры, превентивные меры, Abuse of rights, local acts, corporate legislation