T.A. Nuzhdin

Complex Reorganization of Legal Entities

2018. No. 1. P. 133–157 [issue contents]
The paper features legal relations concerning the novella on combined reorganization oflegal persons according to civil law. The author studies historical stages of this categoryin Russian legislation, the relevant problems have been identified. It is noted that legalscience is approaching the concept of combined reorganization not as a special formof reorganization but a way of making reorganizational procedures characterizedwith qualitative and quantitative characteristics, which enable to reveal three types ofcombined reorganization, i.e. mixed, merged and the mixture of these options referredto as complex reorganization in the paper. Under the research, the author arrives at thefollowing conclusions: 1) fixed and merged reorganizations have specifics which allowdifferentiating them from normal reorganization and from each other. This feature is seenin quantitative and qualitative criteria: the shared reorganization unlike the normal one isnot a form but a mixture of two forms, i.e. quantity is the major criterion. In turn, the majorcriterion differentiating mixed reorganization from the normal one is quality. This is shownin the fact that in the case of mixed reorganization there appear legal entities establishedunder the results legal entities, which is impossible under normal reorganization.; 2) ithas been determined that a significant criterion separating merged reorganization fromthe mixed and normal ones is the criterion of the objective of reorganization. Both undermixed and normal reorganizations both economic (optmization) and legal (establishingand terminating legal entities established in the process of reorganization) the objectivesof reorganization remain the same and aim to achieve the final result and therefore donot have any legal significance and serve as a link for the final result, i.e. merger and
Citation: Nuzhdin T. (2018) Kombinirovannaya reorganizatsiya yuridicheskikh lits [Complex Reorganization of Legal Entities]. Pravo. Zhurnal Vysshey shkoly ekonomiki, no 1, pp. 133-157 (in Russian)
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