Corporate Control in Russian and Foreign Law: Relations of Economy and Law

Abstract

The accelerating pace of development of socio-economic relations is a powerful impetusfor the modernization of legislation, which in the conditions of globalization of marketsshould not only preserve the stability properties, providing a balance of private and publicinterests, but also create conditions for the further development of entrepreneurship.Legislation-designed models for regulating corporate relations and control are in thezone of close attention of business, regulators, and the legal community. Over the entirehistory of the development of corporate law, the legislator has not found the optimal formof combining the dispositive and peremptory regulation of corporate legal relations,providing an adequate reflection of economic realities and resolving the conflict ofmultidirectional interests of participants in corporate relations. The issues of choosingthe priority of protected interests, determining the limits for exercising and protectingcorporate rights, finding acceptable forms of concentration and implementing corporatecontrol in business are relevant. The market knows a wide arsenal of multifunctionalcontractual methods for acquiring and splitting corporate control (repos, equity loans,options, swaps, derivatives, securities difference agreements, etc.) that ensure theprivate interests of investors and lenders. However, ensuring the freedom to exerciseprivate interest in choosing a corporate control model presumes that the public interestis in the stability of turnover and the protection of an indefinite number of personsparticipating in it, which can be ensured through mandatory public disclosure of corporatecontrol information in the corporation.In modern conditions, the legal regulation of theconcentration and implementation of corporate control is a prerequisite for creating ahealthy investment and business climate in the economy, guarantees for the interests ofinvestors and participants of the corporation, which should be taken into account whendeveloping corporate legislation. The definition and differentiation of the economic contentand legal form of corporate control is necessary for the further development of mechanismsand models for the implementation and protection of corporate rights. The legal regulationof corporate control is not homogeneous and is not limited only to the subject of civil lawregulation of corporate relations; according to industry, certain segments of corporatecontrol relations can be regulated by competition and financial law.
For citation: Sinitsin S.A. (2021) Corporate Control in Russian and Foreign Law: Relations of Economy and Law.Pravo. Zhurnal Vysshey shkoly ekonomiki, no 1, pp. 4–36 ()in Russian) DOI: 10.17323/2072-8166.2021.1.4.36