O. Gutnikov

2019. No. 1. P. 45–70 [issue contents]
The paper reveals main trends in the development of rules on liability of main participantsof corporate relations in the course of civil legislation reform in Russia. Such liability isconsidered as a separate type of civil liability, along with contractual and tort, which hasits own distinctive features, including: a special basis for corporate liability (corporateoffence), the principle of specialness. Corporate liability in this sense is based on theviolation 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 andcomes only for those violations and in relation to those subjects that are expressly statedin the law. Based on this approach attention is drawn to the particular importance ofcorporate civil liability in the system of types of shareholders of commercial corporationsliability. The following types of corporate liability are considered: liability of shareholdersto the creditors of commercial corporations; liability of shareholders to the commercialcorporations themselves; liability of shareholders to other shareholders of commercialcorporations; the liability of shareholders to members of governing bodies of commercialfirms. 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. Thepurpose of the article is overview of conditions and issues of legal regulation of varioustypes of civil liability of shareholders of commercial corporations in Russia and thedefinition of directions for its improvement. Based on the study of the Russian doctrine,court practice and taking into account the positive foreign experience, conclusions andproposals were prepared, aimed at improving the Russian legislation on the liability ofshareholders of commercial corporations. It is substantiating a need to establish anequitable balance of interests in corporate commercial relations among all stakeholders,including shareholders, beneficiaries, managers, creditors (including the state). Thebasics of the study are general methods of study (analysis and synthesis, induction anddeduction, system analysis) and methods of legal science (methods of comparative law,literal, systematic, teleological and historical interpretation of legal norms).
For citation: Gutnikov O.V. (2019) Corporate Liability of Shareholders of Commercial Companies in Russia: Issues and Prospects. Pravo. Zhurnal Vysshey shkoly ekonomiki, no 1, pp. 46–70 (in Russian) DOI: 10.17-323/2072-8166.2019.1.46.70
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