Contents of Legal Obligations of a Shareholder unde rCurrent Civil Legislation: Analysis of Legal Approaches

Abstract

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.