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Сентябрь 2015




A. Sergeev Technically Сorrect, but...
Case comment on the judgment of RF SC № 309-ЭС15-1940, 16 Jule 2015
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E. Gavrilov Prohibition of the Recovery of Moral Loss by Legal Entities
Case comment on the judgment of RF SC № 309-ЭС15-8331, 17 August 2015
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V. Senchiscshev Vindication of Property Arrested by Authorities
Case comment on the judgment of RF SC № 305-ЭС15-4605, 4 August 2015
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A. Kuznetsov Conclusion of Contract and Reasonabe Care
Case comment on the judgment of RF SC № 303-ЭС15-8244, 13 August 2015
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A. Bairamkulov Rescission of Contract on «Other Grounds»: Has the Practice Changed?
Case comment on the judgment of RF SC № 310-ЭС15-4004, 22 August 2015
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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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