Журнал ЗАКОН

Commentary on the Judgment of the Judicial Chamber for Economic Disputes of the SC RF No. 305-ЭС24-19100, 3 February 2025 The application of Article 964 of the Russian Civil Code relating to the exclusion of ‘catastrophic risks’ from the insurance cover gives rise to many disputes. This commentary examines a case where this issue was for the first time brought before the Supreme Court. The judgment was rendered contra legem, which may complicate the further application of the provision. In author’s opinion, the court the court overlooked alternative solutions that would have been more appropriate both in preserving the balance of the parties’ interests and in line with international practice.

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Keywords: insurance, war risks, military activities

The article examines the Italian approach to regulating relations in corporate groups and the parameters of directors’ liability at different levels of the corporate structure. The Italian approach is notable for its flexibility and reliance on evaluative categories. The relationship between individual companies is established through the concept of direction and coordination, which includes different instruments of control. Where such direction and coordination exist, the controlling persons — namely the parent company and its directors — must act in the interests of the subsidiary as well as adhere to standards of proper corporate governance, as if managing another’s affairs. A limited negative influence on subsidiary is permissible if it is justified by the concept of group interest and the Rosenblum doctrine. At the same time, causing damage to the subsidiary is unacceptable unless appropriate compensatory advantages are provided to the subsidiary, its shareholders and creditors. These rules allow to define the parameters of directors’ liability in in corporate groups and make it possible to draw on relevant foreign experience for Russian law, which does not contain specific provisions on this matter.

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Keywords: group of companies, director’s liability, group interest, Rosenblum doctrine, direction and co-ordination, compensatory advantages, controlling persons

This article explores possible ways of practical application of the Anglo-American institution of bailment to the material of Russian private (civil and commercial) law. by emphasising the common features inherent in all (or many) bailment relationships regardless of their grounds of origin, and on the other, by encompassing an elaborate doctrine on the factors that determine the distinctive features of particular types of bailment, Anglo- American law provides tools for addressing a wide range of practically important questions for which the existing ‘Russian’ solutions are either doubtful or altogether absent. The results of the research are expressed in numerous proposals aimed at improving various provisions of the Civil Code of the Russian Federation and at promoting uniform interpretation and application in practice.

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Keywords: bailment, bailor, bailee, loan, lease and rental, pledge, sale, performance of work and provision of services, transportation, storage, execution of instructions, non-contractual cases of bailment, quasi-bailment

The article examines the key features of in disputes considered by the arbitrazh (state commercial) courts arising from administrative and other public law relations, as well as the outcomes of such conciliation (settlement agreement, agreement on factual circumstances, waiver of a claim, or its acknowledgement). It further identifies categories of such cases in which conciliation is possible, suggesting that cases concerning administrative offences should also fall within this category. Taking into account the evolution of procedural legislation, and drawing on an analysis of judicial practice and foreign experience, the article formulates proposals for improving the institution of conciliation in public economic disputes and for encouraging its wider application, including by introducing a mandatory judicial conciliation procedure.

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Keywords: economic disputes, settlement agreement, arbitration proceedings, judicial conciliation, conciliation procedures, cases arising from administrative and other public legal relations

The authors undertake an extensive study of the concept of balancing, which has been actively developed by the Supreme Court of the Russian Federation over the past decade. The first part of the article examines the essence of this concept based on the positions of the Supreme Court (SC RF). In particular, it identifies the nature of this institution and the conditions for its application in Russian law. Special attention is given to the true objectives underlying its emergence, namely the attempt to address the strict limitations on the use of set-off in bankruptcy proceedings. Given the absence of specific legal regulation of balancing in current Russian law, the authors analyse the admissibility and feasibility of applying the rules on set-off to balancing by analogy, both in theory and in practice. Such analysis leads to the conclusion that balancing is, in essence, virtually indistinguishable from set-off, and therefore the authors recommend abandoning further development of the balancing construct and returning to the discussion of ways to improve the legal regulation of set-off.

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Keywords: balancing, offset, retroactivity, limitation period, performance of obligation

The first part of this article examines different approaches to the grounds for granting voting rights to shareholders and the related issues of the dispositive nature of voting rights and the principle of proportionality. It is argued that the voting right, being not a mere function of shareholding but a subjective right of the shareholder, may be subject to extensive party autonomy and various modifications, including deviations from the principle of proportionality up to and including the suspension of voting rights at general meetings.

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Keywords: corporate law, shareholder’s rights, shareholder’s voting rights, principle of proportionality, suspension of voting rights