Pledge of “Corporate Rights”: Оn the Way to Balanced Regulation (beginning)

Abstract

The article highlights the key problem of the institution of pledge of “corporate rights” – the exercise of corporate rights by the pledgee. In the light of the comparative legal approach, the main models of the implementation of corporate rights by a secured creditor are considered, as well as the analysis of the collateral of the relevant corporate assets is carried out. The author comes to the following conclusions: 1) the concept of a pledge of “corporate rights” in Russian law is internally meaningless, since it does not allow to encumber individual alienated corporate rights with a pledge; 2) both the common law system and the continental European model provide for the limitation of the power of the pledgee over the pledged share in the corporation and limits the scope of the pledge right only to the financial value of these shares; 3) the negative attitude of western legal systems to the possibility of corporate legal influence by the pledgee on the formation of a legal entity is based on the ideas of the sovereignty of the corporation and its independence and the focus of corporate law on participants until the company remains solvent. Keywords: pledge of corporate rights; pledge of the rights of participants of legal entities; pledge of shares; pledge of shares in the corporation; principle of prohibition of separation; inalienable rights of the participant; sovereignty of the corporation; material participant of the corporation; division of membership; membership rights.