ARCHIVE FOR 2025 RUSSIAN
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Октябрь 2025
CONTENT
Nikolay Kashnikov Reimbursement, More Reminiscent of Subrogation Commentary on the Judgment of the Judicial Chamber for Economic Disputes
of the SC RF No. 305-ЭС24-10389, 20 February 2025
The judgment under review addressed the issue of the allocation of the debt burden among cosureties. Correcting
the errors of the lower courts, the Chamber of the SC RF reminded that the burden of debt is distributed between
cosureties according to the rules of clause 2 of art. 325 of the Civil Code, and also that the amount of liability of
several sureties may, in the case of the bankruptcy of these sureties themselves, differ due to the non-coincidence
of the moment of cessation of interest accrual.
The second point that the Chamber had to remind concerned the fact that the claim of a suretу who has
partially fulfilled the obligation must be subordinated to the claim of the principal creditor. In bankruptcy, a single
consolidated claim is used for this purpose. At the same time, it seems doubtful that this mechanism should be
applied to reimbursement (regress) claims, which, in particular, include the claim of a cosurety based on clause 2
of art. 325 of the Civil Code.
Keywords:
single consolidated claim, cosuretyship, reimbursement, subrogation
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Vyacheslav Grigoriev, Vladislav Kolyadinskiy Is Balancing a Neologism of Offset? Limits of Application of Offset Rules to the Settlement Institute (Part 2) In the second part of the work, the authors continue their examination of whether the rules on offset may be applied
to balancing by analogy and come to the conclusion that the difference between offset and balancing exists only
in certain issues. In particular, the rules on the retroactivity of offset are generally not applied to balancing, and
the possibility of balancing during enforcement proceedings is denied at the level of judicial practice. However,
the analysis of other issues indicates the absolute identity of the institutes of balancing and offset. Taking into
account the conducted research, the authors conclude that it is necessary to abandon the creation of the concept
of balancing and return to the development of the institute of offset.
Keywords:
offset, performance of obligation, retroactivity, balancing, cession
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Matvey Kiselev Problems of Establishing the Suspect Period When Challenging Transactions in a Bankruptcy Case of an Insolvent Debtor The article analyses the problems that arbitrazh courts often face when establishing the suspect period when
considering disputes on invalidation of debtor’s transactions in bankruptcy proceedings. In addition, the article
also analyses the mechanisms developed by the Supreme Court of the Russian Federation in case of competition
of bankruptcy applications, artificial change of the suspiciousness period by the debtor and other difficulties in
establishing this period by arbitration courts. The author also addressed the German experience of solving various
problems in establishing the period of suspicion in a bankruptcy case and put forward his own proposals for
addressing these issues in the context of Russian bankruptcy practice.
Keywords:
suspect period, invalidation of transactions, bankruptcy, termination of proceedings, debtor’s abuse, objective bankruptcy
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Daniil Tuzov, Ivan Alyamkin The Battle for the Harvest: From the Roman Concept of pars fundi to the ‘Right to Crops’ and the ‘Right of bona fide Sowing’ Drawing on the latest domestic judicial practice, the article analyses the problem of protecting the interests of land
users, primarily tenants, in acquiring rights to the crops they have grown. Having become quite acute especially
in regions with developed agriculture, this problem has two aspects: firstly, the question of the existence of the
‘right to sow’ as such, or, in other words, the ownership of the unharvested crop, and secondly, the question of
the ‘right of bona fide sowing’ as a basis for acquiring the grown crop after its harvest. Special attention is given to
comparison with foreign regulation in the studied area, which is of significant interest for the Russian legal order
in relation to the issue under consideration.
Keywords:
real property law, ownership rights, objects of civil rights, things, fruits, products, fructus naturales, fructus industriales, right to sow, right to the harvest, right of bona fide sowing
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Yury Zakaznov Suspension of Shareholder’s Voting Rights: A Conceptualisation (Part 2) In the second part of the article, a general concept of the deprivation of voting rights is developed as a means
of protecting the interests of the corporation and its participants against unlawful acquisition and exercise of
corporate control, as well as an analysis of the relationship of this measure with such methods of protecting rights
as the invalidation of transactions and the exclusion of a participant from the corporation.
Keywords:
corporate law, shareholder’s rights, shareholder’s voting rights, principle of proportionality, suspension of voting rights
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Alexander Fedorov Restrictions on the Pledge of Shares (Stock) of a Non-Public Business Company The article attempts to analyse the current regime of restrictions on the pledge of shares and stocks — the
prohibition of such pledge and the requirement to obtain the consent of members (shareholders) or the general
meeting for it. This system is compared with the general rules of disposal of shares and stocks, including the
procedure of foreclosure on them. The article also examines the justifications for distinguishing between these
regimes and, and, more generally, the necessity of establishing an independent regime of restrictions on the
pledge of shares and stocks.
Keywords:
corporate law, law of obligation, pledge of stocks, pledge of shares in a company, consent on pledge of shares and stocks
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Aleksandr Maliushev Grounds for Refusal to Provide Information to LLC Participants in Russian Law Enforcement Practice The author analyses the current practice of Russian arbitrazh courts on the issue of restrictions that LLC
participants may face when seeking judicial protection of their corporate information rights. The author attempts
to establish how relevant the old clarifications of the Supreme Arbitrazh Court of the Russian Federation are after
the 2017 reform, as well as to identify cases where the use of information rights can be qualified by jurisdictional
authorities as abuse. It analyses whether the list of grounds for refusing to satisfy information requests, established
in paragraph 4 of article 50 of the Law on LLCs, is closed. The author studies how lower courts apply the rules
relating to the public availability of the requested information, to repeated requests for identical content, and to
requests for documents pertaining to earlier periods of the company’s operations.
Keywords:
inspection rights, confidential information, past time periods of the company’s operations, LLC, abuse of right
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