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ARCHIVE FOR 2011    RUSSIAN

Декабрь 2011

CONTENT

 

 

INTERVIEW OF THE ISSUE

 

ON COURT

 

 

JUDICIAL PRACTICE ANALYSIS

 

ANALYTICS: CORPORATE DISPUTES

A.V. Andreyev Civil law disputes and ways to restore corporate control
This article uses an example of cassation courts of arbitration to analyze remedies provided by civil law for the members of business companies to restore corporate control (restitution, vindication, recognition of right and legal restitution) and to study the peculiarities of application of such remedies, as well as certain directions of their development.
Keywords: corporate control, shares, restitution, vindication, legal restitution, recognition of right
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Y.D. Zhukova Criteria of unlawfulness of managers’ behaviour during transactions effected on behalf of a legal entity
This article is dedicated to the problems of determining the grounds for civil liability of persons, who perform managerial functions, for losses inflicted upon the company as a result of any transactions effected on its behalf. The article provides an overview of the main approaches to the contents of criteria of unlawfulness of managers’ behaviour and analyzes a number of court decisions related to this issue.
Keywords: grounds for liability of a manager, reasonableness and good faith, damages, market value, disposal of property
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A.L. Nazykov Invalidation of reorganization as an independent remedy
In the arbitration practice there is no common approach with respect to whether or not it should be allowed to challenge reorganization of legal entities within an independent suit aimed at restoration of the initial legal entity, including its property. The author thinks that although the organization does not have any signs of transaction, its invalidation cannot be excluded, if this can be used to liquidate the corporate and property consequences of unlawful reorganization.
Keywords: reorganization, invalidity, merger, consolidation, separation, transformation, pledge of a share, abuse of right
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P.V. Khlyustov REPO agreement: the problem of protection of shareholders’ rights
This article analyzes the issues of protection of corporate rights of a shareholder who made a repo agreement. The article identifies the gaps in legal regulation of the legal relations analyzed and proposes ways to fill in such gaps.
Keywords: repo agreement, protection of shareholder's rights, challenging resolutions of the general meeting of shareholders, challenging transactions effected by a joint stock company, preemption right
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G.V. Senyuk Ways to protect a legal right to a share in a limited liability company
The author attempts to substantiate the applicability of remedies for protection of civil rights related to such property as a share in an LLC, as set forth in article 12 of the Civil Code of Russia. Defending the need for absolute protection of corporate rights, the author studies the issues related to application to these rights of such remedies as recognition of right and restoration of a status quo existing prior to infringement.
Keywords: share in LLC, remedies for protection of a civil right, vindication, recognition of title, restoration of corporate control
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M.N. Sikachyov The procedure and form of making an agreement for incorporation of a legal entity
Creation of any corporation based on an agreement between several founders requires from the founders proper registration of the procedure of creation of the future legal entity’s organizational and property base. The author starts with analyzing the form of founding transactions and the procedure of making memorandums of association.
Keywords: legal relation related to founding, form of agreement, memorandum of association
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I.A. Karpenko Legal position of a member and a trustee during transfer of a share in the authorized capital of an LLC to a trustee
This article analyzes the possibility and condition of transfer by a member of a share in the authorized capital of a limited liability company to a trustee, as well as the scope of powers vested in the trustee in this case.
Keywords: trust management, trustee, share in the authorized capital
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ANALYTICS: SPEAKER’S CORNER

F.V. Zagirov Peculiarities of enforcement of court decisions on refund of taxes from the budget
Enforcement of arbitration decisions, whereby tax authorities are obliged to return a tax (make a tax refund) has certain peculiarities. The author analyzes the gaps in budget law concerning issues related to enforcement of such court decisions based on examples from arbitration practice.
Keywords: enforcement proceedings, writ of execution, tax disputes, treasury, tax refund
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G.R. Golovanov Enforcement of the principle of justice in legal regulation of interaction between tax authorities and taxpayers
The author analyzes the need for and conditions of enforcement of the principle of justice when establishing legal regulation of tax procedures and, based on analysis of the problems of the existing legal regulation, the author makes practical conclusions and proposals.
Keywords: tax law, principle of justice, tax procedures, interaction between tax authorities and taxpayers, tax statements, tax control
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Y.V. Tekieva Special rulings as a method of preventive reaction by courts of arbitration
The fact that special rulings, an important link in the system of measures for prevention of wrong, were returned to the law of arbitration procedure means that the reputation of judicial power and the quality of enforcement of court decisions have increased, thinks the author. The article forecasts the consequences of introduction of a relevant regulation in the Court of Arbitration Procedure of Russia and its application in arbitration proceedings.
Keywords: special ruling, laws of arbitration procedure of the Russian Federation, article 184.1 of the Code of Arbitration Procedure of Russia
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APPLICATION PRACTICE OF ARBITRATION PROCEDURE CODE

 

FACES OF COURT