Хозяйственное общество как субъект гражданского права и система организующих его корпоративных отношений: монография

Prospect, 2024.

Tsepov G.

In the monograph, using the tools of economic analysis of law, and in particular the theory of transaction costs, the construction of a commercial corporation is studied and the main provisions of its complex theory – the concept of a communicator are formulated, based on the understanding of a commercial corporation as a subject of civil law, organized through centralized corporate relations. The author defends the dualistic understanding of the nature of commercial corporation. On the one hand, a commercial corporation that does not consist of material parts and exists in the public legal consciousness is recognized by the state as a subject of civil law, possessing its own will, interests, goals and property (statutory nature). On the other hand, in order to carry out economic activity, a commercial corporation is organized through centralized corporate relations that arise between it and other subjects of civil law, have a property character (in a broad sense) and have signs of contracts (contractual nature). Drawing an analogy between legal and information systems, the construction of a commercial corporation can be considered a kind of communicator program using a virtual person, with the help of which the production and exchange of property benefits are carried out. The legislation is given as of November 2023. The book is intended for researchers and practitioners, teachers, graduate students and students of law schools, as well as for anyone interested in the creation and operation of business companies.

Keywords: корпоративная ответственность, хозяйственное общество, corporate liability, participation relationship, commercial corporation, отношения участия