ARCHIVE FOR 2025 RUSSIAN
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Июнь 2025
CONTENT
Sergey Budylin Case of a Shadow Participant. Can Knowledge of a Controlling Person Replace Corporate Approval of a Transaction? Case Comment to the Judgment of the Judicial Chamber for Economic Disputes
of the SC RF No. 305-ЭС24-16398, 9 January 2025
This case is the very first one handled by the Judicial Chamber for Economic Disputes of the Supreme Court,
with the final rulings published in 2025. It is interesting because it essentially legalises the ‘nominee-beneficiary’
relationship, which is unknown to Russian law. At the same time, the ‘beneficial owner’ of a legal entity is
recognised not only as having duties but also rights. It is even more curious that in order to protect the rights of
an informal ‘beneficial owner’ of a company, the Supreme Court finds it necessary to radically revise some of the
most important norms of corporate law. (However, it is possible that the Supreme Court was trying to protect not
the beneficiary at all, but the company’s counterparty in the disputed transaction).
Keywords:
major transaction, transaction approval, subjective good faith, beneficial owner, nominal participant, Supreme Court
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Yulia Starchenko Promise of Third Party Action. The Porte-Fort Agreement in French and Belgian Civil Law (Part 2) The article examines the procedure of interaction between the parties when concluding a porte-fort agreement,
as well as its consequences for the beneficiary, the porte-fort and the third party. The author explores the types of
porte-fort agreement and provides typical examples of its usage in France and Belgium.
There is no such institution in Russia, so the paper compares the porte-fort agreement with similar institutions of
Russian law (representation, negotiorum gestio, suretyship, guarantee, cumulative transfer of debt). The author
concludes that the interpretation of the promise of third party action existing in Belgium and France could be
applied in the Russian practice as well.
Keywords:
promise of third-party action, porte-fort, porte-fort agreement, ratification, retroactivity, acccessory, autonomy, scope of liability, representation, negotiorum gestio, sponsorship, guarantee
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Nikita Sutormin Class Actions in the Netherlands: Past and Present The article analyses the development of collective procedures in the Netherlands and the situation as it currently
stands. The author concludes that the Dutch government is systematically expanding the possibilities for class
actions. At the same time, the country draws on both Anglo-American and broader European experience. Procedural
mechanisms, offered by the Netherlands, became popular as means of global settlement in international relations,
which has attracted growing interest from scholars and practitioners.
In this article the author observes the themes of capacity of claimant in collective procedure in the legislature of
the Netherlands, the role of lead counsel, and some international aspects (public policy). The attention is drawn
to the problems of regulation in the Netherlands. The author suggests that disadvantages of Dutch law should be
a lesson for resolution of similar questions in Russia.
Keywords:
class action, collective action, class litigation, collective redress, Netherlands, fund, association, lead counsel, international private law, public order
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FREE TRIBUNE
Gurgen Airapetian Judicial Requalification of Claims and Claim Individualization: Procedural Aspects and Statute of Limitations The issues of claim individualization attract significant attention from researchers striving to make the right
choice between factual and legal individualization. However, existing approaches often fail to account for
situations arising in judicial practice where the method of protection chosen by the plaintiff allows for potential
abuse, particularly attempts to circumvent the statutes of limitation. This article proposes a ‘hybrid’ model
of claim individualization, combining elements of both factual and legal individualization. The new model is
designed to balance the legal and factual aspects of claims, eliminating opportunities for manipulation aimed
at bypassing the statute of limitations provisions. The discussion of the model is based on the idea of ensuring
procedural equality of the parties, as well as on the principles of adversariality and dispositiveness, and aims
at improving the system of claim individualization in the interest of legal certainty and the prohibition of abuse
of rights.
Keywords:
claim individualization, requalification of claims, statute of limitations, abuse of rights, jura novit curia
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Konstantin Kiktenko The Doctrine of the Ruined Garden Commentary to Regulation of the European Parliament and of the Council of the European Union 2022/2065
of 19 October 2022 on the Single Market for Digital Services and Amending Directive 2000/31/EC
(Digital Services Act)
The article presents a commentary on the so-called Digital Services Act of the European Union, which establishes
the obligations and grounds for liability of all online service providers in the EU. It analyses the regulation
of intermediary services in the digital space, the concept of illegal content, misinformation, the grounds and
procedure for exemption from liability of digital service providers, the restriction of advertising and other topical
issues. The author notes the negative features of the Law: abundant casuistry; a large number of provisions left
to the discretion of national legislators and judges; an excessive number of evaluation categories; blurring of
virtual and real worlds and, in some cases, unjustified imposition of the rules of one world on the other. The author
concludes that while the US has the ‘walled garden doctrine’, which implies judicial immunity for online platforms
and preferential non-interference in their activities, the EU has the ‘ruined garden doctrine’, which implies stricter
control and conditional exemption from liability for digital service providers, which allows it to be labelled as a
public-law concept of digitalisation as opposed to the private-law American one. In closing, the author offers his
view on the question of whether Russia needs an analogue of the Regulation (Digital Code) and what the domestic
legislator should focus on in this area.
Keywords:
EU Regulation 2022/2065, Digital Service Act, DSA, Internet liability, Internet obligations, Internet platforms
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Yuri Yuzhakov Analysis of Judicial Practice Concerning Compensation of Damages Caused by Restrictions of Land Rights in Cultural Heritage Object’s Buffer Zones and Protective Zones More than four years have passed since the Constitutional Court of the Russian Federation issued its Resolution
No. 11-P of 5 March 2020 in the Butrimova case — an important milestone in the development of the doctrine of
regulatory takings in the Russian legal system. This period has been sufficient for the formation of judicial practice,
the stable trends of which are analysed in the article. The study reveals numerous problems, both in the substance
of the law and in its practical application. The first part of the article considers the issue of proving damages and
causation, as well as the plaintiff’s good faith and diligence in the acquisition of a land plot.
Keywords:
regulatory takings, restrictions of land rights, compensation, cultural heritage objects, zones with special conditions for the use of territories
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