Complex Reorganization of Legal Entities

Abstract

The paper features legal relations concerning the novella on combined reorganization of legal persons according to civil law. The author studies historical stages of this category in Russian legislation, the relevant problems have been identified. It is noted that legal science is approaching the concept of combined reorganization not as a special form of reorganization but a way of making reorganizational procedures characterized with qualitative and quantitative characteristics, which enable to reveal three types of combined reorganization, i.e. mixed, merged and the mixture of these options referred to as complex reorganization in the paper. Under the research, the author arrives at the following conclusions: 1) fixed and merged reorganizations have specifics which allow differentiating them from normal reorganization and from each other. This feature is seen in quantitative and qualitative criteria: the shared reorganization unlike the normal one is not a form but a mixture of two forms, i.e. quantity is the major criterion. In turn, the major criterion differentiating mixed reorganization from the normal one is quality. This is shown in the fact that in the case of mixed reorganization there appear legal entities established under the results legal entities, which is impossible under normal reorganization.; 2) it has been determined that a significant criterion separating merged reorganization from the mixed and normal ones is the criterion of the objective of reorganization. Both under mixed and normal reorganizations both economic (optmization) and legal (establishing and terminating legal entities established in the process of reorganization) the objectives of reorganization remain the same and aim to achieve the final result and therefore do not have any legal significance and serve as a link for the final result, i.e. merger and incorporation.