The right to information in the legislation on corporate relations: national and foreign regulation experience

The purpose of the article is to carry out a theoretical and legal analysis of the right to information in national and foreign legislation on corporate relations and to develop substantiated theoretical conclusions on the improvement of national corporate legislation. Methodology. The following general scientific methods were used in the process of research object analysis: the method of analysis, synthesis, deduction, abstraction, comparison, system-structural, structural-logical methods. Comparative legal and formal legal methods have become the basis for the analysis of national and foreign corporate legislation, identification of similarities and differences in the general principles of respective legal relations regulation. Results. The study found that the right to information is a guarantee of corporate rights and legally protected interests of corporate legal entity (corporation) members, as information enables corporation members to exercise their corporate rights properly. The analysis of national legislation gives grounds to state that the legal norms enshrining the right to information in corporate legal relations and the order of its realization, are formulated unsystematically and in an abstract way. National corporate legislation acts do not contain a detailed list and types of information to which a corporation member is entitled. Scientific novelty Analysis of the main corporate legislation acts of the United Kingdom of Great Britain and Northern Ireland, the Commonwealth of Australia and Canada gives ground to state that the right to information in corporate relations is considered to be the right to any information about the corporation in the Anglo-Saxon legal family. Practical significance. The need of making changes to national corporate legislation acts in the process of recodification of the civil legislation of Ukraine has been proven. It has been proposed to recognize any information about the corporation and its activities as an object of corporate relations whether this information directly or indirectly concerns the exercise of members’ corporate rights or performance of respective duties, and to detail the way of the right to information realization in corporate legal relations.

Abuse in the Distribution of Property of a Liquidated Corporation: Judicial and Legal Aspect

Given the rapid development of corporate legislation, it is necessary to determine the boundaries of acceptable behavior when carrying out the procedure for distributing discovered property of a liquidated legal entity. The relevance of the topic is supported by both the increase in the number of applications for the appointment of the procedure received by commercial courts, especially during the economic downturn, and the increase in the number of abuses aimed at taking possession of the property of the corporation. There are gaps in the legal regulation of certain issues of the procedure: the circle of persons, the right to submit an application, the conditions of appointment, and control over the procedure. Stakeholders find opportunities to circumvent the law, leading to new types of abuse. In the absence of detailed legislative regulation, review of practice and clarifications of the Plenum of the Supreme Court of the Russian Federation, courts have to form judicial practice based on the circumstances of specific cases, which leads to contradictions in judicial practice. The stated problem is considered from the standpoint of its corporate component, while the author departs from the traditional circle of subjects of corporate law and examines abuses that can be committed by both participants and management, creditors and even an arbitrazh receiver. The paper lists the main types of abuse of rights, the definition of abuse of rights is proposed. The study is based on a comprehensive analysis of judicial practice related to the consideration of cases by commercial courts on applications for the appointment of a procedure.

Groups of Companies and Liability within the Group

Groups of companies have existed ever since the early 20th century in the legal and economic terms. Over time, their concept was complemented, both in legislation and in the corporate practice. The issue of establishing and managing groups of companies is regulated by the corporate legislation. It particularly regulates the concept of the controlling and subsidiary company, company with mutual shares, holding, concern, association of companies and other forms of company associations. In terms of the legal definition, these are associated companies composed of two or more companies that are affiliated to each other as follows: by share in equity or membership interests (equity-related companies), by contract (contract-related companies); by equity and contract (mixed-related companies). These associated companies include a parent company and one or more subsidiary companies, which may be related by equity, contract or both. Besides the general concept of the associated companies, the author aims to point to the liability in a common activity as a group of companies. A particular attention is drawn to the legal treatment and obligations resulting from the International Accounting Standards and binding financial statements related to them.

An action plan to protect and strengthen corporate governance practices in Russian corporations

Subject. The article considers the corporate governance implementation in Russia under modern conditions and evaluates its efficiency. Objectives. The aim is to identify key areas for strengthening and developing the corporate governance practices in Russian companies that will enable to improve the existing corporate governance model. Methods. The study draws on comparative analysis, ranking, classification, formation of ratings on the basis of sociological surveys. Results. The paper includes recommendations on creating a single standard to assess corporate government practices, which should involve three parties, i.e. the business, rating agencies and the State, and consider their interests. I offer a methodology for overall assessment of components investigated by rating agencies that may help investors understand the business activity of companies. Conclusions. Public companies and State-owned corporations demonstrate the best results in the sphere of corporate governance. It is critical to enhance corporate governance in Russia, which implies developing the corporate legislation, improving the law enforcement practice. Companies should be willing to take measures to perfect corporate governance.

The moment of termination of corporate legal relations

The long-term nature of corporate legal relations necessitates the theoretical selection of certain moments of their emergence, change and termination. The update of the corporate legislation has necessitated a review of the established positions on the moment of termination of corporate legal relations, analysis and study of the legislation and resolution of problems that arise in connection with its application. The introduction of the institution of consent in corporate legal relations necessitated a scientific rethinking of certain aspects of the mechanism of termination of corporate legal relations. The article investigates the main scientific approaches to determining the moment of termination of corporate legal relations, analyzes the moment of termination of corporate legal relations depending on the grounds for their termination. Based on four main approaches to determining the moment of termination of corporate legal relations, the positions of scientists who adhere to them are studied, changes to the current corporate legislation are analyzed, inconsistencies regarding the moment of termination of corporate legal relations are revealed. The peculiarities of the moment of termination of corporate legal relations in case of alienation of a share (part of a share) in the authorized capital of the company, exclusion of a participant from the company, its withdrawal, withdrawal, recovery from the defendant (claim from his possession) to a share (part of the share) are analyzed. Peculiarities of state registration of changes in information about a legal entity in the aspect of determining the moment of termination of corporate legal relations are determined. A position has been formed regarding the application of a separate approach to determining the moment of termination of corporate legal relations on certain grounds for termination of corporate legal relations and suggested ways to resolve existing inconsistencies in corporate law regarding certain grounds for termination of corporate legal relations.

A Review of the Monograph The Main Tendencies of the Development of Foreign Corporate Laws by Olga A. Ternova

The review covers the main provisions and conclusions presented in Olga A. Ternovaya’s monograph “The Key Tendencies of the Foreign Corporate Legislation Development”. As a result of the research the author of the monograph reveals such current trends of modern corporate law development as digitalization, socialization, harmonization of norms on counteraction to erosion of taxable base and norms on corporate governance, democratization of corporate regulation, perfection of regulation of transborder bankruptcies. Olga A. Ternovaya’s work undoubtedly contributes to the development of domestic scholarship on corporate law of foreign jurisdictions.

HISTORICAL EXPERIENCE OF LEGAL REGULATION OF JOINT-STOCK COMPANIES IN RUSSIA IN XVII–XIX CENTURIES

The relevance of the study is caused by the development of the economic system of Russia and legal relations in the business area, as well as by the particular role of joint-stock companies as constituent entities. The retrospective analysis of Russian legislation is necessary to understand the cause-and-effect relations of legislative consolidation of legal norms, which govern the joint-stock companies' activity. The results of such an analysis can contribute to solving the problems of current lawmaking in this field. This paper presents the historical and administrative prerequisites for the establishment of joint-stock business entities in pre-revolutionary Russia. The paper considered the issue of the reception of a joint-stock form of entrepreneurship and analyzed principal legislative acts regulating the questions of defining a legal status and creating joint-stock companies. From the content of the Manifesto of January 1, 1807, the author identified the essential features of a joint-stock company, which, by their nature, correspond to those enshrined in current Russian legislation. The study considered the historical prerequisites of normative consolidation of the principle of limited liability of corporation participants. The author investigates the issues of joint-stock companies establishment and the structure of a Charter as a constituent document; focuses on the insufficient legal regulation of the joint-stock companies activity, which resulted in the increased regulatory role of Charters. The paper analyzes special aspects of normative regulation of joint-stock companies activity in the territory of the Russian Empire, for example, the established limitations. The author concludes on the absence of a clear split of various legal company types and identifies the collision in terms used in legislation to define joint-stock companies. Within the research, the author concludes the existence of continuity of current corporate legislation.

CHARTERS OF VOLUNTARY ASSOCIATIONS IN PREREVOLUTIONARY RUSSIA

The article deals with the history of doctrinal formation of the content of the charter of voluntary association of Late Imperial Russia, as well as the role of the charter in regulating the phenomenon of social self-organization. This problem is practically don't studied in the scientific literature. It is based on the involvement of a broad corpus of published sources (constituent documents of public organizations, materials of clerical work of public institutions, etc.) and archives (documents of the RGIA). The legal policy of the Russian government aimed at establishing uniformity in the content of constituent documents of voluntary societies and the principles of their relationship with the state according to the creation, re-registration, termination of societies is analyzed. This national framework is assessed from the standpoint of the content of corporate regulation in Late Imperial Russia, the degree of intervention of the state in this process. Russian and European sources for the formation of corporate legislation on voluntary associations are considered. The analysis of constituent documents of various groups of organizations in prerevolutionary Russia takes a significant place. They are studied according to the content, structure, general and special features, field of activity. The authors investigate how independent creativity of the founders was expressed when drawing up the charters of organizations that do not fully comply with typical constituent documents, find out its meaning and boundaries. The authors come to the conclusion that the charters gave Russian associations substantial autonomy in the inner life (defining goals and objectives, methods of capital formation, requirements for categories of members, etc.), but rather strictly prescribed the “external” context of their functioning, coupled with the interaction with state authorities.

Stakeholder Protection and Corporate Social Responsibility from a Comparative Company Law Perspective: Nigeria and South Africa

There have been notable legislative advancements, as well as improvements in corporate governance codes, aimed at protecting stakeholder rights. However, how much protection have they really afforded stakeholders against socially irresponsible corporate behaviour? This article undertakes a comparative analysis of the legal framework underlying South Africa's stakeholder-inclusive approach and Nigeria's environmental, social and governance or sustainability corporate reporting. It identifies a misplaced philosophical background as well as policy misalignment of corporate governance codes and primary corporate law as critical factors that undermine efforts to embed responsible corporate behaviour in order to safeguard the interests of qualified and legitimate stakeholders. It recommends specific amendments to address the ideological defect and align corporate governance codes with primary corporate legislation in these two countries.