ARCHIVE FOR 2016 RUSSIAN
mag->month > 0 ) { ?>
mag->getMonthString();?> mag->year;?>
mag->pdf_file): ?>
sess && $this->sess->isArticlePayed()):?>
Декабрь 2016
CONTENT
FREE TRIBUNE
Vasily Makovkin, Elena Bolychevskaya Major Transactions and Interested-Party Transactions: Some Pitfalls of New Regulation Amendments to the LLC Law and Joint-Stock Companies Law enacted by the Federal Law of 3 July
2016 No. 343-FZ and covering major transactions and interested-party transactions enter into force
from 1 January 2017. Rigorous requirements to provide corporate approvals for such transactions
have burdened the business for long time: this is one of the key shortfalls of the current regulation
raised by the authors of the draft law. The idea behind the reform was to simplify approval rules, and
at the same time tighten the rules for challenging transactions made without approval. The analysis
of new regulations confirms that sometimes the outcome could be the opposite.
What issues should a lawyer pay attention to when the company plans to enter into new transaction?
What safeguards does the company need when it establishes new contractual relationship with a
trusted or a new partner and is it worth doing? What provisions should be included in the new charters
of the companies and how should the rules of the current charters apply? While covering the key
aspects of new rules, the authors of the article attempt to assess some of the ambiguous issues
which in-house lawyer can face in practice.
Keywords:
major transaction, interested-party transaction, consent for the transaction, ordinary course of business, invalidity of the transaction
Buy a PDF
Daniil Volodarskiy On the Issue of Overturning the Execution of Judgment if the Claimant Abandons His Suit The article analyses the consequences of the abandonment of the suit by the claimant. The main
result is that the claimant could no longer bring the same suit. Another important consequence, the
article argues, is that the claimant cannot deny the overturning of the execution of the judgment using
the arguments which formed the basis of his suit. If he could have done so, this would have allowed
him to start the dispute afresh despite the fact that he abandoned his claim.
Keywords:
overturning the execution of judgment, abandonment of a suit, estoppel by judgment, principle of identity, instuctive function of the judge
Buy a PDF
Dmitry Kopylov Quasi-Treasury Shares This article deals with the analysis of the legal regime of so-called quasi-treasury shares as well
as the analysis of the economic-and-legal situation in which shares become quasi-treasury shares.
The second part of the article analyses the recommendation to introduce a ban on voting quasitreasury
shares provided for by the Road map for improving corporate governance approved by the
Government of the Russian Federation. Moreover, the article contains a number of recommendations
as to what should be taken into consideration in case of formulating the relevant legal norms on the
basis of the recommendation set forth by the Road map.
Keywords:
controlling organization, controlled organization, treasury shares, quasi-treasury shares, cross-shareholding
Buy a PDF
Evgeny Suvorov On the Legal Nature of the Grounds for the Avoidance of Preferential Transfer of Debtor’s Property and Objections to Such Avoidance The article deals with challenging debtor’s transactions that lead to the preferential treatment of some
creditors as opposed to other creditors. The legal nature of this ground for avoiding transactions is
analysed through the principle of creditors’ equality (paritas creditorum) and by means of comparison
with transactions that are performed to the detriment of the creditors. The focus is on objections
available to the defendant against such claims. The article compares these objections in Russian law
with the similar objections in other jurisdictions (USA, UK, France, Spain, Netherlands, Germany).
The article demonstrates the current state of Russian law in this respect. The analysis is illustrated by
contemporary judgments of the higher courts of Russia. Furthermore, the author discusses main aims
of the regulatory policy. The analysis is based on the recent amendments to the bankruptcy legislation.
Keywords:
bankruptcy, invalid transactions, preferential transfer, ordinary course of business
Francesco Giglio A Systematic Approach to «Unjust» and «Unjustified» Enrichment Abstract — The law of enrichment addresses situations of misplacing wealth. It is not clear in
English law whether the restitutionary claim in enrichment requires an «unjust» or an «unjustified»
transfer of wealth. The autor argues that the two adjectives indicate the existence of two claims,
which differ in their structures and aims. «Unjust» and «unjustified» misplacements account for
two different legal principles. «Unjust» enrichments refer to a concept of fairness in legal transfers
which is independent of strictly legal rules. «Unjustified» enrichments trigger a legal responce
based on the lack of justification of the transfer. The two actions originate in Roman law. After
having presented the origin and function of the claims, the first part of the article outlines their
evolution in the German, French, and Italian legal systems. The second part examines whether the
Roman law partition can be used to develop a systematic account for English law. Although the
framework is still unsettled,it seems that the English law of enrichment may benefit from analysis
in the light of a dual structure akin to the one which, in the autor's view, characterizes the civil
jurisdictions under examination.
Keywords:
unjustified enrichment, unjust enrichment, actio de in rem verso
Buy a PDF
