Corporate Liability of Shareholders of Commercial Companies in Russia: Issues and Prospects

Abstract

The paper reveals main trends in the development of rules on liability of main participants of corporate relations in the course of civil legislation reform in Russia. Such liability is considered as a separate type of civil liability, along with contractual and tort, which has its own distinctive features, including: a special basis for corporate liability (corporate offence), the principle of specialness. Corporate liability in this sense is based on the violation of subjective civil (corporate) rights and corporate duties of a managerial nature. The principle of corporate liability means that liability cannot be of a “general” nature and comes only for those violations and in relation to those subjects that are expressly stated in the law. Based on this approach attention is drawn to the particular importance of corporate civil liability in the system of types of shareholders of commercial corporations liability. The following types of corporate liability are considered: liability of shareholders to the creditors of commercial corporations; liability of shareholders to the commercial corporations themselves; liability of shareholders to other shareholders of commercial corporations; the liability of shareholders to members of governing bodies of commercial firms. Each of the above types of corporate liability is analyzed on the basis of legislation, doctrine and the author's approach to the concept of corporate liability in general. The purpose of the article is overview of conditions and issues of legal regulation of various types of civil liability of shareholders of commercial corporations in Russia and the definition of directions for its improvement. Based on the study of the Russian doctrine, court practice and taking into account the positive foreign experience, conclusions and proposals were prepared, aimed at improving the Russian legislation on the liability of shareholders of commercial corporations. It is substantiating a need to establish an equitable balance of interests in corporate commercial relations among all stakeholders, including shareholders, beneficiaries, managers, creditors (including the state). The basics of the study are general methods of study (analysis and synthesis, induction and deduction, system analysis) and methods of legal science (methods of comparative law, literal, systematic, teleological and historical interpretation of legal norms).