Журнал ЗАКОН

The Supreme Court of the Russian Federation continues to resolve disputes concerning the rights of a shareholder’s spouse after the dissolution of the joint marital property. In contrast to the previous decisions, in this case the Supreme Court did not deal with the matters arising from the transfer of shares to spouse and its restrictions. The Court dealt with the narrower issue of the spouse’s right to challenge the shareholders’ resolution restricting the transfer of shares and shareholder status to the spouse. The case touches upon the abuse of corporate control, the scope of rights the spouse is entitled to protect not being a shareholder, as well as raises the question of the right to challenge shareholders’ resolutions by persons whose corporate rights are not registered.

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Keywords: corporate law, a spouse of a shareholder, share transfer, share transfer restrictions, challenge of shareholders’ resolutions

Using the example of the ongoing issue where tax authorities classify power plant equipment (such as turbines, transformers, pipelines, etc.) as real estate, leading to the imposition of property tax, this piece explores enduring legal challenges related to the interpretation and understanding of law, the application of private law terms in public law, and the integrity of the legal system. Drawing on Russian and foreign judicial practices as well as legal doctrine, the author highlights the critical need for a more careful, structured, and scientifically grounded approach to the interpretation of civil law terms in tax legislation, with due consideration of constitutional provisions that protect individual rights in relations with the state.

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Keywords: real estate, complex object, indivisible object, object of taxation by property tax, interpretation of law, principles of law

The author examines the problem of arbitrability of disputes arising from relations regulated by the Federal Law ‘On the Procurement of Goods, Works, and Services by Certain Types of Legal Entities’. The article presents arguments that refute the position expressed in the letter of the FAS Russia dated April 7, 2023 No. МШ/26277/23 on the possibility of referring such disputes for consideration to an arbitration court only if the arbitration clause contained in the contract, which is part of the tender documentation, is alternative. According to the author, the idea of allowing the arbitration of such disputes subject to the alternative nature of the arbitration (arbitration) clause partially disavows the very meaning of agreeing on such a clause, since it does not bind the plaintiff to the need to go to arbitration and allows him to file a claim in a state court. This limitation on the effectiveness of the arbitration clause is not based on the law and is therefore illegal. The article is prepared not only in support of arbitration as an effective form of consideration of civil disputes, but also in favor of ensuring the economic sense of the institution of public procurement, which should not be subject to protracted appeal procedures, given that the conditions of competition are not violated and the rights of complainants are not infringed by the condition of the arbitration clause.

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Keywords: arbitration, arbitration clause, alternative arbitration clause, competitive procurement procedure

This paper is devoted to the analysis of the legal mechanism of price reduction. The author examines various approaches to the mechanism of price reduction in foreign jurisdictions, as well as in domestic doctrine and case law. The paper deals with the issues of judicial and extrajudicial procedures of price reduction, the moment when the legal effect of price reduction occurs, as well as the possibility of withdrawal or replacement of the creditor’s realised right to reduce the price. The author also analyses the specific features of the legal mechanism of price reduction under the lease agreement.

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Keywords: proportionate reduction of price, legal mechanism, contract law, comparative law, synallagmatic obligation, lease agreement

This article examines the role of anti-suit injunctions issued by arbitrators as a tool to counter jurisdictional competition and evaluates their legal implications. Far from dismissing the possibility of seeking an anti-suit injunction from arbitrators, the author acknowledges their jurisdiction and procedural powers and advocates for this procedural strategy over applying to state courts for similar relief. To this end, the article also suggests fostering the development and revision of national arbitration laws to enhance the enforceability of arbitrators’ anti-suit injunctions.

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Keywords: anti-suit injunction, interim measures, jurisdiction, powers

The first part of the article discusses general issues of the theory of simulative transactions (in modern Russian tradition usually referred to as sham and sham transactions). With the use of comparative legal material, the author examines, in particular, the general concept and types of simulative transactions, the scope of application of the rules on simulative transactions, as well as the legal effect of such transactions for the contractual and third parties. The author discusses separately the issues of correlation of simulative transactions with related categories and the effect of limitation period on simulative transactions, since they are important for the analysis of the Balayan case in the second part of the article (to be published in the next issue).

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Keywords: simulative transactions, sham transactions, sham transactions, theory of appearance, statute of limitations, front person, transactions to circumvent the law, fiduciary transactions

The article considers approaches to the legal nature of the contract cancellation fee in domestic and foreign (German, Austrian and French) legal orders. The approach adopted in a given jurisdiction determines characteristics of this fee which distinguish it from other legal constructions. The analysis shows that the contract cancellation fee is a separate institute, differentiated from the deposit, forfeit, liquidated damages. In addition, the general rule is that the court cannot change the amount of cancellation fee agreed by the parties, except for a number of special cases.

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Keywords: fee for unilateral termination, legal nature of the fee for unilateral termination, change in the fee for unilateral termination