Трансформация корпоративного права: квазикорпоративные и квазипубличные структуры

Вестник Российского университета дружбы народов. Серия: Юридические науки. 2023. Т. 27. № 1. С. 181–199.

Novikova O.

The purpose of the research is to study certain aspects of transformation of corporate
relations and corporate law, in the light of blurring of company boundaries and development of digital
communications and startup culture. The results and conclusions are obtained based on general scientific
and private scientific methods of research. Research studies examples of quasi-corporate and quasi-public
structures created through (1) deferred share transfer agreements (SAFE), (2) crowdfunding agreements,
(3) public market intermediary companies (SPAC), (4) exchanges for private companies. With the
emergence of cross-border hybrid corporate structures at intersection of debt and equity, public and
private financing, the current debates on the objectives of corporate law and the purpose of the corporation
acquire a new perspective, as the very boundaries of the corporation become fluid. At the same time,
decision-making procedures are mediated by third parties and digital technologies, with the prospect of
conflict of interest, and are regulated, among other things, by standards emerging so to say from below.
In the digital era, flexibility in the choice of elements of the structure allows to detach from the current
state corporate regulation and attach to it in the right place and at the right time. It is concluded that the
explosive growth of hybrid structures forms new areas of development of legal regulation by rejecting
the dichotomy of soft and hard law. Among the vectors of transformation, the growing importance of
private law unifications, the development of theoretical apparatus based on the concept of transnational
law, the emergence of its subsystems, including lex corporatoria are noted. Among the tasks of lex
corporatoria the formation of standards and customs in the field of corporate finance is also postulated as
a regulatory framework for functioning of the hybrid structures under study.

Keywords: lex mercatoria, crowdfunding, краудфандинг, lex mercatoria, цифровая трансформация, transnational law, корпоративное регулирование, corporate regulation, транснациональное право, SAFE, SPAC, SAFE, SPAC, digital transformation