ARCHIVE FOR 2012 RUSSIAN
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Октябрь 2012
CONTENT
INTERVIEW OF THE ISSUE
ON COURT
I. Ivory Warranties and the concept of “fair” disclosure The article considers one of the most important instruments of english
contract law relating to M&A which is also widely used for structuring
russia-related transactions. The author describes rules regulating “fair”
disclosure to a purchaser. disclosure is material for warranties and the
evaluation of assets. the author also investigates reasonable limits of
disclosure in the course of negotiations.
Keywords:
English law, M&A, warranties, disclosure
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Sakhno D.K. Consequences Of Application Of The British Law To The Agreements With Russian Participants The clause on application of the British law is one of the most widespread among these types of clauses. The choice of the British law is conditioned by multiple factors including its stability and foreseeability, as well as a benevolent attitude towards the parties’ intentions. Nevertheless it’s only in rare cases when parties and lawyers are prepared to the consequences of this choice.
Keywords:
applicable law, jurisdiction rules, the Brussels convention, traditional British rules on jurisdiction, British procedural law, forum non conveniens, anti-suit injunction
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Borodkin V.G. On Some Methods Of Providing The Execution Of Shareholders’ Agreements The article is dedicated to a topical problem of providing the execution of shareholders’ agreements, concluded in accordance with the Russian law. The author analyses the current mechanisms of securing obligations envisaged under the current legislation, and suggests using enforcement measures that are not enumerated in the civil code, and also provides examples of methods of shareholders agreements enforcement used in the British-American law.
Keywords:
shareholders’ agreements, methods of securing obligations, the British law, the American law
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ANALYTICS: SPEAKER’S CORNER
Slesarev V.L. On The Application Of Decisional Law Categories In Russia The discussion about the existence of the rule of decision as a source of law in Russia has been unfolding anew. The decisional law attracts more and more followers, but the author of this article justifies the contrary point of view, providing arguments against recognizing judicial acts in Russia as a source of law.
Keywords:
source of law, rule of decision, law interpretation, common law system, civil law jurisdictions system, judicial legislation
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Gromov A.A. Legal Remedies For A Lessee In Case Of The Leased Item Pledge The article reviews certain issues related to the pledging by the lessee of the leased item. The author pays special attention to the analysis of the recently worded legal position of the RF Supreme Commercial Court, in accordance with which the pledge agreement is terminated after bailing out of the leased item by a lessee.
Keywords:
leasing agreement, pledge, bailout of the leased item
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Solovyev A.A., Filippov Yu.M. Codification, De-Codification And Re-Codification Of Civil Legislation: Foreign Experience And Perspectives Of Russia The authors analyze main stages of the civil legislation codification process, dwell on the issues of its de-codification and re-codification, explore the experience of a number of countries with the developed system of civil regulation (France, the Netherlands, Germany, and Brazil) and review the perspectives of re-codification of the civil legislation of the Russian Federation.
Keywords:
codification, de-codification, re-codification, civil legislation, the RF Civil Code, foreign experience
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FACES OF COURT
