Теоретико-правовое сравнительное исследование правовой природы корпоративного договора по праву Франции и США

Abstract

This article deals with theoretical and legal approaches and peculiarities of the regulation of corporate contract under the laws of France and USA. One of the factors that promoted the promulgation of the shareholders agreement was the participation of Anglo-American investors in French societies, which were more accustomed to contractual relations then to the use of rigidly fixed forms of joint-stock companies. Despite the fact that one of the aims of such agreements was an attempt to get rid of excessive publicright control, such contracts could never contradict the mandatory requirements of the law and the provisions of the company’s charter. In the United States legislative embodiment of the right of shareholders to enter into various types of agreements is carried out by laws regulating activities, the procedure of the establishment and management of Business Corporations. The content of a shareholders agreement and the right to participate in such agreement is regulated by the legal regime of corporation. The agreement between the members of close corporation de facto may change the provisions of corporation’s charter relating to corporate governance and profit sharing. All types of shareholders agreements, which could be concluded by the members of Business Corporation, are considered in the present article. State law that regulates contractual relations does not apply to shareholders agreements despite the legal doctrine view that corporations are of a contractual nature. 
 The comparative analysis of the jurisprudence, legal doctrine and provisions of US and French legislation allows us to conclude that in the USA, unlike France, shareholders agreements are regulated by Corporate Law, not by the provisions of the Contract Law as it takes place in France.