Участие члена совета директоров в квазикорпоративном договоре: правовые основы и проблемные аспекты

Abstract

The subject of the study is the provisions of corporate legislation on the corporate agreement in terms of analysis of non-standard for corporate relations legal construction of the contract between creditors of the company and other third parties with participants of the economic society – the so-called «quasi-corporate agreement». Despite the annually increasing popularity of this legal construction, legislation in this area contains many legal gaps, which have not yet been filled by law enforcement practice. The positions of leading domestic legal scholars also remain ambiguous. Using members of the joint stock company board of directors as an example, the author raises questions concerning the subject composition of quasi-corporate agreements. Can a member of the joint stock company board of directors, who is not a shareholder of the company, conclude a quasi-corporate agreement with creditors of the company and other third parties? The author concludes that the narrowing of the circle of third parties in the quasi-corporate agreement is inexpedient. Moreover, members of a company`s board of directors are competent to act as a party of such an agreement. Restricting exclusively by participants of a business company the list of persons who may act both on the side of a business company and on the side of third parties in quasi-corporate contracts concluded in the order of clause 9 article 67.2 of the Civil Code, does not meet the original (legislatively enshrined) purpose of such agreements.