, 2017 (3) http://law-journal.hse.ru en-us Copyright 2017 Sun, 08 Oct 2017 22:56:40 +0300 Correlation between State and Municipal Interestsas Public Authority Interests https://law-journal.hse.ru/en/2017--3/210489903.html The paper features the question of possible correlation of the notions of “state interest” and “publicinterest” as a common and comprehensive on the basis of the comparative legal method, as wellas the methods of synthesis and induction. In turn, state interest is postulated as an integral partof a wider interest. The analysis of the current Russian practice of economic relations between thestate and local authorities shows how the state compulsorily turns part of the public (in a broadsense) interest in the principle of targeted use of municipal property, including the availability of anexhaustive on-site inventory of property intended to address issues of local importance. However, assoon as this public interest changed — namely, the state agreed with the possibility of redistributionof powers between the municipal and regional (sub-entities of the Russian Federation) levels ofpublic authority, which, of course, often involves the redistribution of the object-matter compositionof municipal property related to it: the corresponding lists of property, that were rigidly assigned tomunicipalities, were excluded from federal legislation. The mechanisms of mutual relations of thestate and local authorities seems to be convincing evidence that the public interests of the state andlocal self-government are united, in fact, local self-government bodies today are the lowest level ofa unified system of state (or, with the consideration of the need for their formal separation, — public)power with common functions and tasks being solved both at the top (federal and regional) and atlower (municipal-territorial or municipal-settlement) levels. Moreover, despite the formal separation,the levels of local government and state power in terms of the forms and methods of exercisingpublic power do not differ at all. The considered practice, on the whole, leads to the conclusionthat as soon as a public interest is objected to by law (and the only subject of legal research is thisis an objectified interest in law, in other cases it is an object for studying other sciences: sociology,political science, and so on.) — it becomes common to the entire system of public authority and it isnecessary to find a balance of state-legal and municipal-legal interests on the basis of internal noncontradiction(combination). Public Form of Property as an Instrument of Constitutional Law Regulation of the Economy https://law-journal.hse.ru/en/2017--3/210490031.html The work shows the legal significance of the forms of ownership for establishing the constitutionalmodel of the modern economy, for ensuring the balance of private and public spheres of activity,supporting promising and traditional economic structures. Using the methods of interdisciplinary analysis, as well as the methods of the constitutional economy, special attention is paid to thedisclosure of the socio-legal nature of public property. Based on the analysis of Russian legislationand the practice of the Constitutional Court of the Russian Federation, the qualitative developmentof the legal content of public property is shown, and the independent regulatory significance of thisinstitution is proved. In the past decade, through the public ownership, the legislator lawfully formspublic property, divides the property into different levels of power, connects the boundaries of itspower over the objects of property with functions, powers of the authorities, the principle of specialpurposedesignation and the principle of the unity of nature of state and municipal property.Thereare a number of issues in regulating aspects of public property, including the need to develop moreclear criteria for the delineation and redistribution of public property objects, the peculiarities of theregulation of certain property objects, especially the objects of the national (public) property. It isstated that the appearance of a significant amount of regulatory material on issues of public propertyrequires its systematization and streamlining in a special federal law.The emergence of variousquasi-public forms of property (formally private law), through which the state significantly increasesits presence in the economic life (for example, public-law companies), also belongs to the mostimportant problems. These forms introduce an imbalance in the principles of freedom and equallegal protection of participants in economic activity, and are also economically less effective. In thisregard, it is proposed to expand the understanding of public property by including in it the propertythat is under the direct actual control of the state. This will make it possible to justify the need for newlegal criteria for determining state participation in the economic sphere. Types of Bankruptcy Fraud in the Russian Federation: Issues of Legal Regulation https://law-journal.hse.ru/en/2017--3/210490068.html The article provides a classification of bankruptcy fraud schemes and analyzes legal norms ofadministrative and criminal liabilities for bankruptcy fraud. The authors identify difficulties inprosecuting bankruptcy fraud. The article aims to carry out complex research on the specificityof administrative and legal regulations of bankruptcy fraud in the Russian Federation. There wasanalytical, system, comparative legal and technical legal method implemented. Results of theanalysis of practice and scientific comment on legislative provisions in bankruptcy fraud revealed thelack of unified bankruptcy fraud classification and systematization of bankruptcy fraud schemes inthe legal doctrine. There are no federal normative standards for the analysis of the debtor’s financialsituation by the arbitration manager. The high latency level of bankruptcy crimes entails difficulties intheir identification. Conclusions: the authors of the article provide their own typology of bankruptcyfrauds. Bankruptcy fraud involves illegal and criminal bankruptcies, which include deliberatebankruptcy,fictitious bankruptcy and actual bankruptcy involving wrongdoing. Analysis andgeneralization of judicial practice allowed to make evaluations about the main methods of committingbankruptcy fraud. We generalized the practice of imposing criminal liability for bankruptcy fraud andidentified the problems of legal regulation and application of norms.  Legal Status of Payments for Subsoil Use and Securing Fiscal Interests of the Russian State https://law-journal.hse.ru/en/2017--3/210490115.html The paper features the current Russian Federation system of obligatory public law payments forusing subsoil represented by taxes, non-tax payments and agreements on production-sharingagreement. Production-sharing agreement is seen as a special tax regime specified in Chapter26.4 of the Russian Federation Tax Code as a taxation system to execute the production-sharingagreement. The system approach is seen in the aggregate payments made by the investor to carryout the production-sharing agreement. The author studies the systems of the legal regulation ofpayments for using subsoil, tax on the extraction of natural resources and annuity typical of all thetypes of relevant payments. The paper explores the balance of the concepts of natural resourceand mining rents, tax and other instruments to withdraw mining rent, profitability of the payments.It contains analysis of legal mechanisms of the taxation of extracting solid natural resources andhydrocarbon crude; interprets the concepts of severance tax, natural resource in terms of taxationand case practice. A special attention is given to the guidelines of licensing applied to confirm theright of the licensee to use the subsoil area, to specify its borders, aim and terms and conditionsof use. Author proposes his own classification of the coefficients to base tax rate for the naturalresource extraction tax and their incentives. It is presented classification of any type of differentiation;the various payments are grouped up by natural resource, their influence on the base tax rate, aimof application, on the association with the territory where natural resources are extracted. The paperalso studies the legal nature and characteristics of regular and one-time payments, the issues ofliability to evade the payments, the powers of the executive bodies regulating the payments forusing subsoil. It is provided author’s recommendations to limit the powers of the Russian FederationNatural Resource Ministry (Minprirody) and to broaden instead it, the rights of the Government of theRussian Federation to perform the legal regulation of the payments for using subsoil. It is identifiedoverall trends in the development of the Russian legislation on natural resource taxation. Contents of Legal Obligations of a Shareholder unde rCurrent Civil Legislation: Analysis of Legal Approaches https://law-journal.hse.ru/en/2017--3/210490151.html The article is devoted to the analysis of contents of a shareholder’s obligations set in the ArticleNo 65.2 of the Civil Code of the Russian Federation as a result of a major reform of civil legislationof 2014 as related to status and regulation of legal entities. Due to complexity and ambiguity ofsuch legal notion as “corporate obligation” concerning in particular shareholders, not members ofcorporate governing bodies, the problem of extent of discretion of a shareholder, implementing hiscorporate rights, seems to be worth researching. The authors of the present article are focusingon so-called “active” duties, first of all on the obligation to take part in making corporate decisionsin cases when such decisions are vital for the company’s further activity. The issue of possibilityof qualifying negative voting as illegitimate behavior is explored. The research covers the issue ofpermissibility of compulsion of the shareholders to participate in the general meeting by meansof setting a mandatory obligation for each shareholder. Besides the authors underline uncertaintyof the scope of persons obligated to take part in making of a decision (voting procedures)concerning which legal guidelines are not prescribing unanimous consent, while the decision itself isnotimportant for the further existence of the corporation. The contents of a expression “taking part”is also undetermined because by law or by charter no one person is obliged to vote affirmatively.Another problem revealed by the authors relates to settlement of excessivelyperemptory guidelinesconcerning decision-making process by the corporation itself (for example, prescribing unanimousconsent for election of a chief manager in the charter of the corporation). Special attention is givento the issues of delimitation of liability of a shareholder not able to determine the corporation’sdecisions and a “controlling” shareholder: the scope of liabilities seem to be different, while the realtaking opportunity of affecting the corporation’s activity should be considered. Nonphysical Violence in Criminal Law: Definition and Signs https://law-journal.hse.ru/en/2017--3/210490195.html The article is devoted to researchof criminal law and other branches of law problems related toregulation of certain types of violence. Current definition «mental violence», «psychological violence»and others do not have a single content and are not explained in the current legislation. The urgencyof the issue is also due to the fact that according to statistics the share of violent crimes is traditionallyhigh, even considering their latency.The authors determined the aim of the study as development ofdefinition of certain types of violence oriented on further implementation into the criminal legislation.During the research the dialectical method of cognition was as methodological basis. Were usedsuch methods as comparative legal method, formal legal method, and method of content analysis,which contributed to the realization of scientific interest. The article presents a study of foreignexperience of regulation of this institution in such countries as Great Britain, Canada, Israel andothers. The positions of authoritative figures of science are analyzed, and that allowed to reflect theiradvantages, shortcomings and an absence of any general approach to determining the content ofthe phenomenon under exploration. Two main scholars positions have been singled out, accordingto which the definition “psychic violence” is revealed depending on the object of encroachmentor on the method of encroachment. The study of judicial and investigative practice also revealedproblems of application of norms, related to certain types of violence. In the sentences of courts,the term “mental violence” is used, but in a different semantic meaning. On the basis of analysis theauthors concluded that current definitions do not correspond to the nature and essence of certaintypes of violence. Thereby the authors offer a completely new definition — «Nonphysical violence».The advantage of the definition is that it meets the requirements of legal technique as well as thecoverage of all criminal law values of this type. Besides, conclusions of the article include the contentof signs of nonphysical violence (object of infringement, ways of infringement, violent character,intent character and wrongfulness), and formulation of recommendations for the further use of thedefinition What Means Loud Term “Integration Unions” ? https://law-journal.hse.ru/en/2017--3/210490230.html In the present article, author critically assesses the notion of “integration justice”, pointing out itsmethodological uncertainty existing in the scholar literature and resulting from the lack of clarity andcommon understanding of the meaning of definition of “Integration”. It is suggested to consider asintergovernmental integration entities as those whose institutions possess powers transferred fromthe member states to adopt legally binding rules of general application replacing domestic legislationin the mutually agreed fields. In this case, the courts of such intergovernmental integration entitiesform a specific subcategory of international courts because only these courts have a competenceto review such normative acts of general application. That powers make such courts as a vital partof law-making process of integration entities like the functions performed by national constitutionalcourts. Existence of such powers to review normative acts of general application may transformthese courts into politically powerful player influencing the process of integration. Creating suchcourts, the member states by default use the Euroasian Union Court of Justice as a model and veryoften simply copying its structure and competences. However, the practice of the courts of regionalintegration shows that in the majority of cases such courts failed to play any significant roles on theintegration and it has a sense to take into account that just copying of the Euroasian Union Courtof Justice at the level of states does not automatically lead to the success of any specific court.The conclusion of the author is that future of any specific courts largely depends not solely on thestructure and competences of the court, but on the unpredictable and random combination of thepolitical, economic and legal factors. Case Law of European Union and its Impacton the Regulation of Recognizing Legal Capacity of Legal Persons https://law-journal.hse.ru/en/2017--3/210490436.html Nowadays, the European Union has faced significant difficulties associated with the creationof a uniform mechanism for determining the personal law (Statute) of legal entities, i.e. singlecollision bindings to the personal statutes of companies. Attempts to achieve convergence andharmonization of national legislations in this matter have not yet been crowned with success. Thepurpose of this study is to analyze the provisions applied in the countries of the Union, the criteriafor determining the personal law of legal persons, as well as judicial practice aimed at the gradualapproximation, harmonization and leveling of contradictions in various legal systems. In the article,using a comparative method of research, a detailed analysis of the norms of international treatiesand the case law of the Court of the European Union regulating the recognition of legal personalityof legal persons was carried out. The following conclusions are drawn as a result of the developmentof the case law of the Union: the movement of both the statutory and actual location of the companyis allowed under law of the Union; establishing company in a state with a more liberal corporateregime is not an abuse of the institution’s freedom, even if it serves to circumvent the norms ofanother member state in which all the company’s activities will be carried out; is also not an abuse ofthe performance of activities not at the place of registration but at the location of the branch of thecompany; the receiving state is obliged to recognize that a foreign company conducts its activitieson its territory, to recognize its legal personality, the settlement theory in this case does not work; thehost State can not prohibit a transnational merger and its registration in its registry, if such registrationis allowed when merging national companies; the company may move its statutory or actual locationto another state without loss of legal personality under the law of the state of creation; the issue ofthe possibility of maintaining legal capacity and the law applicable to the company (state of creation)when moving to a foreign state is decided by the state of creation itself, which in this case has theright to prohibit or restrict such movement; if the company intends to change the applicable law andtake the legal form of the company provided in the receiving state, the state of establishment cannotprohibit the migration of the company and oblige it to be liquidated, provided that such a migration isallowed by the receiving state. Legal Integration in the EU and its “National” Aspect https://law-journal.hse.ru/en/2017--3/210490545.html In the article, the author studies issues related to the execution of supranational regulatory powersand protection of national interests in the EU. The purpose of the article is to assess the EUlegislative process against the background of application of subsidiarity as a principle of protectionof national legislative powers in the areas of non-exclusive competence of the EU. The author hasused argumentative, empirical, logical and normative methods of research. At the same time, dueto the insufficient legislation and inadequate judicial enforcement of the subsidiarity principle, theauthor mainly relies on the argumentative research method in her conclusions. Thus, the authorjustifies the statement that the subsidiarity control mechanism established by the Lisbon Treatyhas not yet become an effective tool for national parliaments to play an important role in the EUlegislative process. The subsidiarity principle expected to be applied through this mechanism worksrather as a principle «for structuring the political discourse» on the EU legislative arena and does notreally limit the legislative power of the EU. However, the current weakness of national parliamentsin their dialogue with the EU Commission (as a main source of legislative initiatives at the Europeanlevel) may be successfully counterbalanced by cooperation between national parliaments andtheir national governments whose members make up the EU Council — a supranational institutionacting as a European legislator along with the European Parliament. The Monti II case demonstratedthat Council members, while remaining politically accountable to their national parliaments, couldsuccessfully function as a “transmission belt” between the EU Commission and national parliamentsin the subsidiarity control mechanism allowing parliaments to have a meaningful effect on theprocess of execution of EU legislative powers. Territorial Structure of State as a Tool of Ethnic Diversity Management (Constitutional Law Regulationin the BRICS Countries) https://law-journal.hse.ru/en/2017--3/210490648.html A large number of modern states are characterized by ethnic-territorial fractionalization. It meansthat separate regions of a state might be territories of concentration of ethnic groups whichconstitute a significant part or a local majority of population within these territories but have aposition of national minorities within the state as a whole. The article discusses the ways in whichthe ethnic structure of population is reflected in constitutional-law regulation of territorial structureof a state. The comparative law analysis of the ‘ethnic’ factor in the constitutional rulings concerningterritorial structure is represented in the article. The author has studied constitutions of the BRICScountries (Brazil, Russia, India, China, and South Africa) to demonstrate that all these states despiteof their geographical positions and historical backgrounds take into consideration ethnic-territorialfractionalization in organization of the territories and choice of an appropriate constitutional formof such structurization. In the article the distinctions between the approaches in different states aredescribed and explained. In the author’s opinion, a state territory serves as a tool of ethnic diversitymanagement. A state’s constitution can give a special legal status to a region inhabited by an ethnicminority and stipulate self-government (or self-administration) for such regions (so-called territorialaccommodation of ethnic groups). Conversely, internal borders can be drawn in a manner to preventdomination of an ethnic minority in a region. Self-government, in turn, can be exercised within differentconstitutional-law frameworks such as federalism, territorial autonomy and creation of specialterritories under constitutional protection. The author shows different approaches and mechanismsimplemented in the BRICS countries and concludes that a mechanism of territorial accommodationof an ethnic group in a particular case depends on political demands of the group with respect to‘its’ territory. At the same time, self-government of ‘ethnic’ regions not always leads to deepeningcleavages between ethnic groups. The opposite is true: it can contribute social integration Parallel Litigation in Cross-Border Disputes Practice: Comparative Analysis of Foreign Legislation https://law-journal.hse.ru/en/2017--3/210490699.html Parallel litigation of cross-border disputes has become a widespread and multifaceted problemin the field of international jurisdiction, which requires research and resolution on the level of theinternational community and at the level of individual states. The article is devoted to comparative legalanalysis of the legislation of foreign states governing parallel litigation, as well as research of relevantlaw enforcement practice. The author provides a division between the continental law approach andcommon law approach. Hence, the author examines the relevant provisions of the laws of the USA,UK, Canada, as well as the law of the EU, Switzerland, Turkey and Japan. The need in identifyingtwo common approaches is accounted for the objective principles of legal regulation of relationsarising in connection with parallel litigation. On the basis of these principles one can distinguish thefollowing two social legal values as justice and legitimacy, which to some extent dictate the logic andjustification of the application of the outlined approaches. The approach of common law countriesaimed at the most fair and effective resolution of cross-border dispute due to ability of the court toapply the doctrine of forum non convenience and to accommodate the different circumstances ofthe case to substantiate its or jurisdiction of a foreign court in respect of the dispute. Continental lawapproach, in turn, is focused on the predictability and certainty in the resolution of the question of thesuspension or on the contrary, on the refusal to suspend the proceedings in connection with parallelproceedings. The specificity of the approach of common law countries is appeared in the ability tojustify the legitimacy of parallel processes, which undoubtedly is contrary to the basic provisions ofthe continental approach according to which the parallel litigation is unacceptable. The parties tocross-border commercial relations, while planning procedural strategy even before the emergenceof the dispute, can take into account features of a particular approach in order possible use of theeffect of parallel proceedings that may occur, for example, in obtaining a speedy trial prejudicial act.In this regard, it is concluded that at the present stage of development of the rules on internationaljurisdiction there is no straightforward solution of the problem of parallel litigation. Commodity Nomenclature and Classification of Goods for Customs Purposes in the Eurasian Economic Union https://law-journal.hse.ru/en/2017--3/210490753.html The article presents one of the key customs law features — the customs nomenclature and classification of goods. The study demonstrates its multifunctional nature: its value for customs tariff regulation and the calculation of customs duties, its use for statistical purposes, and for the identification of goods when they are subject to non-tariff regulation. 181 million people living in the Eurasian Economic Union (EAEU) generated over 4.3 trillion U.S. dollars of yearly PPP-based gross domestic product as of 20152. Within the customs union in the EAEU, members use a common external tariff to impose import customs duties on goods entering the union from the outside, and customs nomenclature used to build an external customs tariff serves also as the basis for trade negotiations amongst the EACU member states. The research examines the concepts of the Commodity Nomenclature of Foreign Economic Activity (CNFEA), its international standardization, the Harmonized Commodity Description and Coding System, the basic rules of customs classification, the legal organizational aspects of maintaining the CNFEA and the adoption of provisional decisions on the classification of goods. The history of the development of the international basis for nearly all customs nomenclatures known as the harmonized system is viewed as a continuous process in response to the sophistication of the structure of international trade. The massive growth in turnover of international goods is also considered as a driver for international negotiations on common unified customs nomenclature. However, the structure and volume of international trade turnover are constantly changing in a changing world. That is why maintaining and regularly updating the harmonized system is one of the main goals of the World Customs Organization (WCO) in its role as an intergovernmental organization designed to facilitate the free movement of goods and improve customs procedures among all of its members (individual states and the EU). Some Aspects of Legal Regulating Cross-Border Marriages https://law-journal.hse.ru/en/2017--3/210490805.html One of the pressing problems of the modern society is the question of recognizing the legalconsequences of cross-border marriages. Legal regulation of family relations with a foreignelement has a complex, multilevel nature that includes material and conflict norms contained inmultilateral and bilateral international treaties and in domestic law. One of the problems associatedwith the unification of the law in the area of marriage and family relations is the legalization of theconsequences of prisoners of same-sex marriage. Now, same-sex unions are official in somecountries in Europe and in many US states. The list of countries that have legalized same-sexmarriages is constantly expanding. In some countries where same-sex unions are prohibited, aninstitution of civil partnership or civil union has been introduced. In many countries that legalizedsame-sex marriages, civil partnerships for same-sex couples were an intermediate step towardsmarital equality. The current Russian legislation does not contain special norms aimed at regulatingrelations in same-sex family unions. In particular, the property relations of persons who are membersof such relations are regulated by the norms of Russian civil law. As a consequence, the propertyrights and obligations of the partners of a same-sex union are significantly different from theproperty rights of spouses who are in a legal, registered marriage. Thus, for example, to acquire theproperty of a person consisting in the specified relations, can only in the common share property. Theright of common shared property between partners in same-sex unions can arise if there is a writtenagreement of these persons establishing common property acquired in actual relations. Findingpartners in same-sex factual relationships does not create any legal obligations to keep each other’spartners either during or after the relationship. The legal regulation of hereditary legal relations in same-sex unions also has its own characteristics. Thus, the prevailing situation of insufficient legalregulation of the legal consequences, of the same-sex unions concluded requires an early legislativedecision. Author believes that such a decision is possible in the form of civil partnership. The Cession of the Vindication Claim as a Way of the Property Transfer Surrogate in Germany and Prospects in Russia https://law-journal.hse.ru/en/2017--3/210490887.html The article analyzes the genesis of the German doctrinal and judicial approaches to the conditionsfor the applying of the assignment of the vindication claim as a surrogate transfer of the property when it is alienated to the acquirer. The purpose of the research is to identify the prerequisites and prospects for the reception of this legal design for its implementation in Russian civil law. The paperuses the methodology of comparative jurisprudence and structural-functional analysis, on the basisof which the legal nature of the vindication claim, its dependence on the ownership and the specificityof the transaction property execution are identified. The article deals with two opposing positions: 1)the cession of vindication is necessary if the property is in the possession of the third person; 2)the right to vindication arises automatically after the alienation of the property. The presence of therelative relationship between the title holder and the violator of possession allows to substantiatethe obligatory nature of the vindication and the possibility of assigning the right to it. However, thisis possible only if the title is transferred to the assignee at the same time, because the claim has aproperty-legal characteristic. Vindication temporarily expresses the ownership in the period of theviolation of possession and confirms the legal dominance over the thing. A cession of vindicationis not a purpose of the aleatory alienation transaction, but it is a way of thing quasi-transfer, whichmeans the contract enforcement on the part of the alienator, when the thing is in the direct actualpossession of a third person. It excludes the contractual liability of the trader for the lack of traditionin favor of the acquirer, because the thing transfer surrogate is an effective way to complete thetransfer of the ownership and risks. Legal Acts of Manchukuo and Mengjiang:Comparative Analysis https://law-journal.hse.ru/en/2017--3/210490954.html The article based of archival and previously unpublished research material is an attempt to re-storethe legal regulations system of Manchukuo and Mengjiang that had been created as independentstates in Manchuria, Inner Mongolia, and North-East China in the 1930s. The internal and external policiesof both political entities were controlled by the Japanese occupation forces. Manchukuo was createdas a model state, the standard one, including the matters of public administration and law, andthe Mongol-Go was a resource (economic) base of the occupants. The example of Manchukuo servesas a model to show the mechanism of pushing the local authorities to adopt the new legislation, thehierarchy of acts is built at both the initial and later stages of national development. The article providesthe characteristics, features and attributes differentiating normative and individual legal acts. The legalnature of law and its place in the system of normative legal acts of both countries are analyzed; thedetailed description of the legal acts originating from the various agencies of state power is given. Thestate system and the public authorities involved in the rule making process are studied; the bodies thatparticipated in the development and adoption of the legislation are marked, as well as the agenciesresponsible for the administrative ordinance and administrative enactment. The case of Mengjiang facilitatedto study the law technique, its features and drawbacks, as well as the reasons for those drawbacks.The authors conclude that in spite of the spiritual, cultural and religious closeness of the twopeoples, the building of the state system in terms of rule-making bodies, and the system of normativelegal acts differed much in Manchukuo and Mengjiang due to the goals that the Japanese occupationforces sought and that were largely encouraged by the local leadership of the occupied territories.Manchukuo and Mengjiang were eliminated on the 18th and 19th of August, 1945 respectively by thetroops of the Soviet Union and Mongolia. The Corporate Governance in Modern Legal Realities https://law-journal.hse.ru/en/2017--3/210491027.html The author considers in the clause of feature of mutual relations between shareholders andmanagement of the company. The special role is given to the shareholder who carries out an activerole in realization of long-term interests of the company. Construction of effective model of corporategovernance may be reached with forming of accurate rules that are reflected in the corporatedocument (the corporation charter). In the charter must be fixed requirements to candidatesat a post in board of directors that will allow to build confidential mutual relations between theshareholder and management on a long-term basis. In the charter position about an expectationdamages in case of deviation can be provided from a member of board from interests of thecompany and its shareholders. Liability which is registered in the charter, is applied and to relationsto active shareholders who influence upon accepting of managerial decisions. The purpose of thepresented clause is creation of optimum model of corporate governance in which shareholdersand management will work on a basis of confidence for achievement of the best interests of thecorporation (increase in shareholder value). In other words, the shareholder creates a condition(including, with use of internal corporate documents in which modern corporate models are usedand the case-law) for a management, allowing the last not to deviate from the set rate. Managementshould act in interests of the company and its proprietors proceeding from actual circumstanceswithin limits business risk. In the charter it is necessary also to formulate a concept of interest forthe purpose of an exception risks of self-dealing. In corporate documents should regulate featuresof access of the management and shareholders to the information about the corporate matters. Inother words, to create a situation at which the participant will not have an unreasonable interest tothe information. The author gives to the shareholder an active role in construction of the corporationmodel adapted for modern conditions. The clause has interdisciplinary character as mentions asthe elements of corporate governance that are a part of the corporate finance as a science, and,certainly, the corporate law.