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Январь 2014











T.A. Guseynov On Some Topical Issues of Corporate Law Application
The article presents an analysis and summary of the judicial practice on the following issues of corporate law application: the need for notarization of the binding agreement concerning sale of shares in a limited liability company, changing trends in the practice of bringing the director of organization to responsibility for damage, the signs of related transactions.
Keywords: corporate legislation, binding agreement, executive transactions, related transactions, non-market conditions, director’s responsibility
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D.V. Dobrachev, D.V. Schegolev Legal Effects of Making a Deal by an Unauthorized Person on behalf of a Director
When forming the judicial practice based on amendments of the Civil Code RF on the proxyship one should take into account the application practice of Art. 168 of the Code defined before the Code reform.
Keywords: proxyship, authorized representative, director, unauthorized persons, transaction recognition
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K.Yu. Lebedeva Amendment of Provisions of Substantive Law in Regard to Corporate Relations Regulation
The article discusses fundamental innovations of the federal law draft suggested by the President of the Russian Federation. The law stipulates the change of general provisions of the Civil Code RF on legal entities. Particular attention is given to consolidation of the substantive law concepts and categories regarding corporate relations.
Keywords: corporate law, corporate dispute, corporate body, corporation membership, corporation member’s rights and liabilities, supervisory authorities of corporation, corporate agreement
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K.V. Khramtsov Voting at General Meetings of Shareholders of Business Entities as Civil Rights Abuse
The article deals with some of the issues arising in the arbitration practice of considering disputes related to appeal of decisions made by the supervisory authorities of business entities. Based on doctrinal definition of the good faith category, the author concludes that the voting at general meetings of the business entities can be assessed as an abuse of rights.
Keywords: good faith, abuse of right, limited liability company, joint stock company
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M.F. Lukyanenko On Criterions of Good Faith of Corporation Director in Science and Judicial Practice
The principle of good faith is proclaimed fundamental in the relationship between the civil relations parties. The paper presents investigation of criteria of corporate director’s good faith. The author analyzes theoretical and practical aspects related to the specified legal issue.
Keywords: sole executive body, corporation, good faith, advisable business risk
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S.V. Voronova Advisable Business Risk as Liability Disclaimer of the Sole Executive Body for Damage Inflicted to the Company
The problems of application of enterprise risk as reasonable grounds for exemption from civil liability in disputes concerning damages caused by the sole executive body. The paper presents results of an analysis of judicial practice of cases to prosecute leaders for causing losses to the partnership. The author concludes that the criteria for the concept of ‘reasonable business risk’ need to be defined.
Keywords: civil responsibility, sole executive body, business risk, indemnification, liability disclaimer
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V.N. Prokhorov Features of Chargeback after Corporate Governance Restoration
The article describes some of the features of the application of the Civil Code provisions concerning limitation in the resolution of disputes on chargeback after restoration of corporate governance, as well as the related issues of application of legal positions expressed in the Decrees of RF SAC Presidium No. 7981/10 dd. November 02, 2010 and No. 17912/09 dd. November 22, 2011.
Keywords: corporation, corporate governance, chargeback, limitation
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Yu.V. Martynenko Mediation as a Form of Corporate Disputes Settlement
The article is devoted to one of the alternative dispute resolution, the mediation procedure. The author analyzes the issues of applying this procedure in corporate disputes settlement. The article also presents perspectives of mediation development in the Russian Federation.
Keywords: mediation, alternative forms of disputes settlement, примирительные процедуры, corporate disputes, corporate disputes settlement by means of mediation, corporate interests conflict
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A.V. Milkov Towards Matter of Right of Action
The article discusses approaches developed in civil law on the definition of the right of action (claims). The conclusion is made that this right cannot contain entitlement of someone’s own actions. It contains only the competence requirements of being able to authorize a person who has the right to gain enforced mandatory protection of his violated legal rights or legally protected interests from the court.
Keywords: right of action, claim, matter of legal civil right, authority of claim, authority of self-action
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A.V. Dorkina Amendments of Civil Laws in State Registration of Rights on Immovable Property and Relevant Transactions
The article analyzes the civil law innovations in the state registration of rights to immovable property and relevant transactions, including provisions for making a mark on objection of the registered right, the right of property owner to apply for state registration impossibility without his personal involvement, as well as on cancellation of transactions state registration, except for real estate rental contract.
Keywords: civil laws amendments, state registration, immovable property, security and protection of proprietary rights
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N.V. Laptev Extent of Procedural Rights Execution. Right of Action in Arbitration Court
The article presents examination of extent of the procedural rights execution when filing a claim to arbitration court and identity claims. Based on the generalization of judicial practice, the author proposes to specify the notion of identity claims in legislation.
Keywords: subject of action, cause of action, identity of claims, dismissal of action
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