The Corporate Governance in Modern Legal Realities

Abstract

The author considers in the clause of feature of mutual relations between shareholders and management of the company. The special role is given to the shareholder who carries out an active role in realization of long-term interests of the company. Construction of effective model of corporate governance may be reached with forming of accurate rules that are reflected in the corporate document (the corporation charter). In the charter must be fixed requirements to candidates at a post in board of directors that will allow to build confidential mutual relations between the shareholder and management on a long-term basis. In the charter position about an expectation damages in case of deviation can be provided from a member of board from interests of the company and its shareholders. Liability which is registered in the charter, is applied and to relations to active shareholders who influence upon accepting of managerial decisions. The purpose of the presented clause is creation of optimum model of corporate governance in which shareholders and management will work on a basis of confidence for achievement of the best interests of the corporation (increase in shareholder value). In other words, the shareholder creates a condition (including, with use of internal corporate documents in which modern corporate models are used and the case-law) for a management, allowing the last not to deviate from the set rate. Management should act in interests of the company and its proprietors proceeding from actual circumstances within limits business risk. In the charter it is necessary also to formulate a concept of interest for the purpose of an exception risks of self-dealing. In corporate documents should regulate features of access of the management and shareholders to the information about the corporate matters. In other words, to create a situation at which the participant will not have an unreasonable interest to the information. The author gives to the shareholder an active role in construction of the corporation model adapted for modern conditions. The clause has interdisciplinary character as mentions as the elements of corporate governance that are a part of the corporate finance as a science, and, certainly, the corporate law.