O. Gutnikov

The Grounds for Development of Corporate Liability Category in Civil Law

2019. No. 4. P. 4–30 [issue contents]
The article reveals the regulatory, theoretical and practical foundations of developinga corporate liability category. The essence of corporate liability lies in the fact that itarises in relative corporate relations associated with the management of legal persons.The normative basis for corporate liability performs self selection in p. 1 of Art. 2 of theCivil Code of the Russian Federation corporate relations as an independent variety ofcivil law relations associated with participation in corporate organizations or with theirmanagement. The normative basis of corporate liability is also the special nature of legalsources providing for corresponding liability: these are the norms of legislation on legalentities, corporate acts, and a corporate agreement related to the management of a legalentity. The theoretical basis for identifying the corporate liability category is the relativity ofcorporate management duties established by corporate law, the violation of which causesharm and the violation of the subjective civil rights of other participants of civil turnover.The article reveals the practical grounds for identifying the corporate liability category, which are expressed in the absence of uniform judicial practice in resolving several keyissues for the prosecution of participants of corporate relations. These include issues ofcorrelation of norms on corporate, tort, contractual liability, on the liability of controllingpersons in bankruptcy, on public liability of a legal entity. Also unresolved in practiceare questions about determining the legal nature of the liability of controlling personsin bankruptcy; on the content of the fiduciary duty to act in good faith and reasonably inthe interests of a legal entity. A special set of principles of corporate liability is proposed(the principle of separate property liability, principles of specialty, personalization anddifferentiation) and the reasons for their establishment. The purpose of the article is tojustify the need to develop a separate category of corporate liability in civil law. Basedon the study of the Russian doctrine and judicial practice a number of conclusions andproposals were prepared regarding the essence of corporate liability and necessity ofits allocation in a separate civil category. The basics of the study are general methods ofstudy (analysis and synthesis, induction and deduction, system analysis) and methods oflegal science (methods of comparative law, literal, systematic, teleological and historicalinterpretation of legal norms).
Citation: Gutnikov O. (2019) Osnovaniya razrabotki kategorii korporativnoy otvetstvennosti v grazhdanskom prave [The Grounds for Development of Corporate Liability Category in Civil Law]. Pravo. Zhurnal Vysshey shkoly ekonomiki, no 4, pp. 4-30 (in Russian)
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