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Май 2023




Ivan Chuprunov The Problem of ‘Lost’ Corporate Participants
Extensive Comment to the Judgment of the Chamber for Economic Disputes of the SC RF No. 304-ЭС22-10636, 15 December 2022 and No. 305-ЭС22-13675, 31 January 2023 The paper provides analysis of the positions reflected in the judgments of the Chamber for Commercial Disputes of the SC RF dated 15 December 2022 No. 304-ЭС22-10636 and 31 January 2023 No. 305-ЭС22-13675 in relation of the admissibility of mandatory buy-back of shares from liquidated shareholders. The author critisises these judgments due to the controversial and inconsistent nature of the legal reasoning as well as due to extreme ambiguity of the analogy of law applied. In addition, the paper suggests possible alternative solutions for the problems arising where the register of corporation’s participants includes liquidated or other ‘lost’ shareholders.
Keywords: corporate law, buy-back of shares, expulsion of a participant
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Sergey Budylin Crypto-Assets: Role in Civil Turnover and Legal Nature
Lawmakers and jurists of various countries face the non-trivial task of legally qualifying crypto-assets and fitting them into the existing classification of civil law objects. By and large, this problem remains unresolved, especially in relation to cryptocurrencies (the situation with tokens is clearer). This article suggests a variant of solution, which seems quite convincing to the author, but does not claim to be an absolute truth.
Keywords: crypto-assets, cryptocurrency, crypto-token, civil law objects, intangible assets
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Olga Ogurtsova Risk Allocation between the Issuing Bank, Payment Cardholder and Insurer: In Search of an Optimal Balance
This article considers civil law remedies for owners of electronic means of payment in the event of unauthorized write-offs of non-cash funds. In particular, the limits of bank liability under the contract of bank account, as well as the relationship of this liability with the contract of voluntary insurance of property interests of owners of electronic means of payment are analyzed. The analysis of this type of insurance demonstrates the problem of confusion of exclusions from insurance coverage and grounds for exemption from payment of insurance compensation. The author suggests that this problem can be solved by amending the provisions of art. 963 of the Civil code of the Russian Federation.
Keywords: electronic means of payment, bank account agreement, insurance contract, exclusions from insurance coverage, gross negligence of the insured
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Aleksey Borisenko Uninvited Shareholder: The Legal Position of a Person Who Has Acquired a Share in the Authorised Capital of an LLC in the Absence of the Necessary Consent of the Company’s Shareholders
The article deals with the legal status of persons who have acquired a share (property right to a share) in the authorised capital of a limited liability company without the necessary consent of the company’s shareholders. The author notes the presence of regulatory uncertainty in many aspects of the question that creates the preconditions for the emergence of negative consequences for the company, as well as increases the risk of conflicts between its members and the purchaser of the interest. The main suggestion of the article is that there is the need to introduce legislative amendments aimed at eliminating the gaps in legal regulation of the position of third parties who have acquired a share in the share capital of a limited liability company, regardless of the method of acquisition of the share.
Keywords: corporate law, limited liability company (LLC), share in an LLC
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Vasiliy Laptev Ways of Developing Digital Justice in Russia in the Field of Arbitrazh Proceedings
The introduction of information technologies into the Russian judicial system has changed the traditional understanding of modern court procedures and proceedings. Digital transformation has simplified access to justice for parties and their representatives, including legal practitioners. This article proposes ways for further development of digitalization in the field of arbitrazh proceedings. Procedural and legal consequences of the use of certain digital technologies in court paperwork and proceedings are considered. The article describes procedural economy of the proposed innovations and their practical utility for legal community as well as the experience of foreign countries. The article also proves the efficiency of certain algorithmic solutions elaborated by digital technologies that increase the confidence in the domestic court system and transparency of arbitrazh proceedings.
Keywords: arbitrazh procedure, digital justice, evidence, artificial intelligence
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Maria Filatova, Viktoria Erokhina Prerequisites for the Introduction of Alternative and Facultative Claims in Civil Proceedings: A Comparative Legal Perspective
The possibility of bringing claims in alternative or hypothetical forms is being widely discussed in the Russian legal community. Being a tool of optimisation and improving efficiency of civil procedure, alternative and hypothetical claims at the same time create some risks. This tool should be studied in connection with other procedural institutes, primarily — the limits of res judicata (or legal force of judgments). The article focuses on the attitude to alternative or hypothetical claims in the legal systems of England, USA, France and Germany in both legislation and courts’ jurisprudence. The authors suggest that, although the mere phenomenon of alternative claims was intrinsic to common law systems, currently we are observing the approximation of different legal systems’ approaches, and in civil law countries the courts gradually allow — and even make it mandatory — to file claims in alternative form within one proceeding (France) or allow ‘prioritising’ of claims (Germany). At the same time, the use of this tool calls for a systemic approach, which in turn implies the change of general procedural paradigm as regards activity of the court and the parties and the legal effects of these claims resolution in the judgment.
Keywords: commercial procedure, alternative claims, principle of parties’ disposition, res judicata
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