Корпоративный контроль в российском и зарубежном праве: взаимосвязь права и экономики

Abstract

The accelerating pace of development of socio-economic relations is a powerful impetus for the modernization of legislation, which in the conditions of globalization of markets should not only preserve the stability properties, providing a balance of private and public interests, but also create conditions for the further development of entrepreneurship.Legislation-designed models for regulating corporate relations and control are in the zone of close attention of business, regulators, and the legal community. Over the entire history of the development of corporate law, the legislator has not found the optimal form of combining the dispositive and peremptory regulation of corporate legal relations, providing an adequate reflection of economic realities and resolving the conflict of multidirectional interests of participants in corporate relations. The issues of choosing the priority of protected interests, determining the limits for exercising and protecting corporate rights, finding acceptable forms of concentration and implementing corporate control in business are relevant. The market knows a wide arsenal of multifunctional contractual methods for acquiring and splitting corporate control (repos, equity loans, options, swaps, derivatives, securities difference agreements, etc.) that ensure the private interests of investors and lenders. However, ensuring the freedom to exercise private interest in choosing a corporate control model presumes that the public interest is in the stability of turnover and the protection of an indefinite number of persons participating in it, which can be ensured through mandatory public disclosure of corporate control information in the corporation.In modern conditions, the legal regulation of the concentration and implementation of corporate control is a prerequisite for creating a healthy investment and business climate in the economy, guarantees for the interests of investors and participants of the corporation, which should be taken into account when developing corporate legislation. The definition and differentiation of the economic content and legal form of corporate control is necessary for the further development of mechanisms and models for the implementation and protection of corporate rights. The legal regulation of corporate control is not homogeneous and is not limited only to the subject of civil law regulation of corporate relations; according to industry, certain segments of corporate control relations can be regulated by competition and financial law.