ARCHIVE FOR 2025 RUSSIAN
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Июль 2025
CONTENT
Ekaterina Ivanova Criteria of Major Transactions: Can a Qualitative Criterion Exist Without a Quantitative One? (Part 1) Commentary on the Judgments of the Judicial Chamber for Economic Disputes
of the SC RF No. 305-ЭС24-8216, 15 August 2024 and No. 308-ЭС24-3124, 6 September 2024
The article provides analysis of the Supreme Court’s positions on the refusal from the mandatory consideration of
the quantitative criterion of a major transaction. This issue is analyzed from a comparative legal point of view, as
well as in the light of policy legal analysis — from the standpoint of the parties assessing the transactions when
concluding them and the court qualifying such transactions when resolving disputes. The article is divided into two
parts, which will be published consecutively in two issues of the journal. In the first part, published in this issue,
the author compares the approaches to qualifying transactions as major ones adopted in the USA (on the basis of
the model regulation and the law of Delaware), England, Germany and Russia. The analysis of foreign experience
in solving the issue of correlation between quantitative and qualitative criteria of major transactions allows us to
understand, how justified is the approach of the Supreme Court, leading to the erosion of the role of quantitative
criterion as a safe harbor, protecting a transaction from being qualified as a major one if the price threshold is not
exceeded.
Keywords:
corporate law, major transactions, qualitative and quantitative criteria of major transactions
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Alexander Churyaev Compulsion to Fulfil an Expenditure Obligation The article attempts to substantiate the expenditure obligation as a bilateral legal relationship, which contains not
only the obligation of a public legal entity or a state institution acting on its behalf to allocate funds to the addressee
of budget financing, but also the corresponding right of the addressee of budget financing to require the obligated
person to fulfil this obligation. Moreover, despite the relativity inherent in the binding model of legal relations, it
is noted that in certain cases the right to demand the fulfilment of an expenditure obligation may also be granted
to other beneficiaries who are not recipients of budget financing. The author further identifies a range of claims
through which fulfilment of the expenditure obligation may be compelled, and outlines the general conditions
under which such claims may be upheld.
Keywords:
budget law, expenditure obligation, expenditure authority, judicial protection of public rights
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Kirill Palushin On the Admissibility of the Court’s Consideration of an Independent Claim to Challenge the Validity and Enforceability of the Arbitration Agreement One of the tenets of the theory of arbitration is the principle of ‘competence-competence’, which allows the
arbitration tribunal to independently consider objections to its competence. At the same time, in accordance with
this principle, it is considered that, as a general rule, a party to an arbitration clause cannot apply to a state court
to challenge the arbitration agreement. However, in practice, Russian courts quite often face such claims and
satisfy them. In assessing the validity and enforceability of arbitration clauses, courts commonly apply general
rules governing civil law transactions. This problem became even more acute with the addition of art. 248.2 of
the Arbitrazh Procedure Code of the Russian Federation, which allows sanctioned persons to apply to a Russian
court for an anti-suit injunction and actually demand that the arbitration clause be declared unenforceable. In this
article, the author attempts to analyse how strict the principle of ‘competence-competence’ should be and whether
it is correct as an exception in some cases to allow a claim to challenge the arbitration agreement to be filed with
a state court.
Keywords:
international arbitration, validity and enforceability of the arbitration agreement, independent claim to challenge the arbitration agreement, economic sanctions
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Duman Alekperov, Vladislav Molchanov, Georgiy Sergeev, Anastasia Khryapchenko, Ilya Repin, Ilya Garkunov, Nikita Trubin, Kliment Orlov, Aleksandr Malshakov Imposition of a Debt Restructuring Plan on a Citizen: Review of Court Practice on the Application of Clause 4 of Article 213.17 of the Bankruptcy Law This article examines judicial practice in the application of clause 4 article 213.17 of the Bankruptcy Law, which is
one example of the consolidation in Russian law of the cram down mechanism known in advanced legal systems.
The authors aim to identify the challenges and specific features arising in domestic judicial practice in relation to
the court’s approval of a citizen’s debt restructuring plan contrary to the will of the majority of participants in the
bankruptcy case (primarily creditors).
Keywords:
bankruptcy of citizens, debt restructuring plan, rehabilitation procedures, cram down, creditors’ meeting
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