ARCHIVE FOR 2015 RUSSIAN
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Сентябрь 2015
CONTENT
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Dmitry Stepanov Deadlocks in Private Corporations: A Call for Reform of Legislation and Case-law Private corporations by definition have more flexible regulatory framework as opposed to publicly
traded firms, and therefore their shareholders enjoy higher degree of freedom of contract. However
this freedom oftentimes leads to deadlocks whereby participants of given corporation stuck
with inability to reach any agreement as how to govern business of the firm. This paper outlines
general notion of a deadlock which may arise within non-public corporation, discusses some key
characteristics of deadlocks, and distinguishes various types of deadlocks subject to share of
corporate control held by shareholder, where – at the level of shareholders or directors — particular
deadlock happens, as well as provides policy analysis of six potential candidates for solution of
deadlock problem. The author also suggests his own ranking for proposed legal treatments based
on their effectiveness in the sense of finality of deadlock resolution and deterrence effect, costeffectiveness
for entire legal system, and finally how easily each treatment might be implemented
into dispute resolution practice by judiciary.
Keywords:
deadlock, non-public (private) corporation, freedom of contract in corporate law, expulsion of shareholder from private corporation, dissolution, liquidation of private company, splitting-out of company by court, Texas shoot-out
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Benjamin West Janke, François-Xavier Licari Enforcing Punitive Damage Awards in France after Fountaine Pajot In a landmark ruling, the Cour de cassation held that «an award of punitive damages is not, per se,
contrary to public policy», but that «it is otherwise when the amount awarded is disproportionate with
regard to the damage sustained and the debtor’s breach of his contractual obligation». Schlenzka
& Langhorne v. Fountaine Pajot, S.A. involved the failed attempt by American judgment creditors to
enforce their California judgment against A French defendant in France. At the same time that the
judgment creditors were taking their case through the French legal system, the Cour de cassation, in
a different line of cases, liberalized the conditions under which a foreign judgment could be enforced
in France. But when the Court opened one door for the American plaintiffs, it closed another by
refusing to enforce the judgment because it included disproportionate punitive damages. The Court’s
reasons were inconsistent with prior interpretations of proportionality and disingenuous to the court’s
modern approach to the enforcement of foreign judgments. In just a few words, the Court echoed
prevailing French and European sentiments about American punitive damage awards. Unfortunately,
the prevailing attitudes are dominated more by prejudice than by fact and reason.
Keywords:
comparative law, Code Napoleon, jurisprudence, punitive damages, law of contract, private international law, public policy
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