Theoretical and Legal Foundations of the Legal Nature of a Corporate Contract
( Pp. 204-208)

More about authors
Shepeleva Dina Victorovna Cand.Sci.(Law), Associate Professor, Associate Professor of the Department of Family and Housing Law ORCID
Kutafin Moscow State Law University (MSAL)
Moscow, Russia Shepelev Denis Victorovich Cand.Sci.(Law), Associate Professor of the Department of Theory of State and Law; Associate Professor of the Department of International and Public Law.
Financial University under the Government of the Russian Federation; Kutafin Moscow State Law University (MSAL)
Abstract:
From a theoretical point of view, a corporate contract is a category characterized as a «construction», «institution», «agreement», which is characterized by the dispositive nature of the conclusion in order to achieve a balance of the legal interests of the company's participants. The participants of the corporate agreement, which can be both individuals and legal entities, make a profit. Traditional ideas about a corporate contract have been shunned for a long time in Russia for its practical application, which is why entrepreneurs did not have the opportunity to fully rely on the judicial protection of such contracts and until 2014 there was no single term «corporate contract». The single term «corporate contract» appeared only in 2014 through the unification of the concept under Article 67.2 of the Civil Code of the Russian Federation. A corporate contract is characterized by the nature of an obligation relationship, which means that the rules on obligations under civil law can be applied to it. The article includes sections devoted to the first manifestations of corporate disputes in Russia, the analysis of the theoretical and legal principles of the category «corporate contract», the consideration of a corporate contract as a kind of civil law contract, scientific disputes on the problems of the possibility of applying rules on obligations to corporate contracts. Before the legal consolidation, the corporate contract was positioned by the courts as a violation of public order, which means it could not be concluded on the principle of freedom of contract, which is unfair and incorrect. However, the practice of courts after the «legalization» of corporate contracts shows the same attitude of courts to this type of agreements, which is also important to focus on.
How to Cite:
Shepeleva D.V., Shepelev D.V., (2022), THEORETICAL AND LEGAL FOUNDATIONS OF THE LEGAL NATURE OF A CORPORATE CONTRACT. Gaps in Russian Legislation, 3 => 204-208.
Reference list:
Dolinskaya V.V. Joint-stock law: main provisions and trends. Monograph. M.: Volters Kluver, 2006, p. 755.
Basova T.Y. Corporate contracts within holding structures // Law and Economics. 2011. № 12. p. 33-39.
Gribkova T.V. Joint-stock agreements as a means of legal regulation of corporate relations: Dis. ... cand. jurid. sciences': 12.00.03. Moscow, 2011. p. 79.
Puginsky B.I. Theory and practice of contractual regulation // Moscow: IKD Zertsalo-M, 2008. p. 46.
Glukhov E.V. Corporate contract: preparation and approval when creating a joint venture. Moscow: M-Logos, 2017. р. 551.
Makovskaya A.A. Corporate contract as an entrepreneurial contract // Economy and law. 2017. № 11. P. 33.
Karapetov A.G., Pavlov A.A., Sarbash S.V., Suleymanov R.U. Commentary to the Resolution of the Plenum of the Supreme Court of the Russian Federation dated 11/22/2016 N 54 «On some issues of application of the general provisions of the Civil Code of the Russian Federation on obligations and their performance» // Bulletin of Economic Justice of the Russian Federation. 2017. № 3. p. 99 - 100.
Artamkina E.V., Potapenko S.V. On the concept, meaning and legal nature of a corporate contract // The Power of Law. 2014. № 3. p. 60.
Morozov S.Yu. Improvement of the Russian civil legislation on legal entities at the present stage // Ekonomika. Entrepreneurship. Environment. 2013. № 3. p. 76.
Borodkin V.G. Civil law regulation of a corporate contract: Dis. ... cand. jurid. sciences. M., 2015. p. 46.
Osipenko K.O. Agreement on the exercise of the rights of participants of business companies in Russian and English law. M.: Infotropik Media, 2016. p. 19.
Kirpichev A.E. Entrepreneurial obligations (business-to-business contracts) and state regulation of the economy // Journal of Entrepreneurial and Corporate Law. 2018. № 4. p. 26-30.
Fedorov S.I. Legal regulation of corporate contracts and modernization of civil law of Russia // Bulletin of Civil Law. 2013. № 1 (SPS «ConsultantPlus»).
Varyushin M.S. Civil law regulation of corporate contracts: comparative analysis: Dis. ... cand. jurid. M., 2015. p. 59 - 60.
Modern business law: Monograph / Ed. by I.V. Ershov. M., 2014. p. 177-180.
Keywords:
corporate law, institute of corporate contract, corporate contract, legal interests, Russian legal system, law, contract, corporate agreement, signs of corporate contract.


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