Corporate Conflict Research Articles

Юридическая помощь адвоката при корпоративном конфликте

The article is devoted to providing legal assistance to clients who have applied to lawyers in connection with the emergence of corporate conflicts. The problem of the practical correlation of the concepts of “corporate conflict” and “conflict of interests” is also investigated, some effective ways of preventing corporate conflicts are given.

The Right to Remedy Corporate Relations: A Question of Theoretical Certainty

Abstract Sometimes the interests of participants in corporate relations begin to contradict each other, corporate conflicts and corporate legal disputes arise, and often participants in the conflict abuse their rights, paralysing the company’s activities. In this case, it is necessary to find an appropriate solution for modifying the Ukrainian corporate law system and legislatively ensure effective remedies for the rights of participants in business companies. The following methods were used during the study: general scientific methods (concrete historical, Aristotelian, structural-functional, system-structural, etc.), special methods (comparative legal, modelling, system interpretation, legal technical), dialectical method of cognition, involvement of scientific tools of related humanities disciplines, a conceptual approach. The main steps to solve the problems of protecting the rights of participants and ensuring equal treatment were as follows: improving the legislation governing the activities of business companies; combining rules that ensure the rights of participants and guarantee their remedying under charters and internal documents. The judicial remedying of the company members’ rights on the territory of Ukraine remains ineffective, which, in turn, is attributed by researchers to the discretion of the judiciary and the inability of courts to interfere in certain issues within the framework of corporate conflicts. At the same time, in this context, it is advisable to adapt the positive practices legalised in Germany, which would allow modifying existing approaches to organising corporate relations and remedying the rights of participants. Moreover, the convergence of legal systems and legal regulation of corporate relations is one of the most noticeable trends in the development of corporate legislation around the world.

CONCEPTS OF SUSTAINABLE ORGANIZATIONAL DEVELOPMENT OF LARGE-SCALE ECONOMIC PRODUCTION SYSTEMS

The formed system of conceptual provisions for ensuring the sustainability of organizational development of large-scale economic and production systems is indicative of the implementation of the author's system of hypotheses regarding: the need to use the integration capabilities of individual business entities to gain advantages in competition and to support the sustainability of coordinated development; supporting the sustainability of large-scale economic and production systems by optimizing the components of the integration base, correctly forming the architecture of large-scale economic and production systems and choosing the most appropriate organizational form; the possibility of modeling the development of large-scale economic and production systems through the correlation of its architectural representation with the stages of the life cycle; the use of the competencies of business entities as a basis for integration interaction within the framework of a certain economic and production system; subordination of the efficiency of functioning and development of large-scale economic and production systems is determined by the degree of disclosure of the potential of integration interaction of input to large-scale economic and production participants. The proof of these hypotheses made it possible to emphasize that ensuring the sustainability of the organizational development of large-scale economic and production systems is achieved due to the optimization of the structure and interaction parameters of strategic business units (participants) of the large-scale economic and production system, which increases the relevance of developments in the field of institutional regulation of the life activities of large-scale economic and production systems . Such formation of large-scale systems creates additional competitive advantages through, for example, the concentration of resources on the most effective business practices or through the creation of a more effective system of calculations. At the same time, the implementation of integration processes or an increase in the scope of activities always causes the manifestation of certain factors-threats and difficulties, the solution of which requires an appropriate economic basis. So, first of all, the increase in the scale of enterprise activity leads to the complication of the organizational structure and the appearance of numerous defects in ensuring the operation of management mechanisms. Secondly, the occurrence of any type of enterprise merger increases the probability of negative manifestation of corporate conflicts. Thirdly, attention should be paid to the threat of dispersal of property relations as a result of integration-disintegration processes. Finally, the variety of possible organizational forms of interaction between enterprises requires a certain theoretical unification.

Фінансово-економічний інструментарій забезпечення ефективності реалізації корпоративної інтеграції та контролю в акціонерних товариствах

The purpose of this study was to systematize the tools and generalize the features of the corporate control implementation in a joint-stock company. The scientific and methodical approach to developing the instrumental support for corporate control implementation by the different groups of corporate relations participants has been substantiated. The composition of main characteristics and requirements for using the various instruments of corporate control implementation has been established. These requirements determine the effectiveness of corporate control instrument using bycorporate relations participants. The features of corporate control instruments usage has been reviewed in terms of such types of control as insider, outsider and mixed. The necessity of corporate control instruments developing through orientation on the institutionalization corporate cooperation forms and considering the conditions of national economy market transformation has been proven. The original approach to determining the motivational complexes of groups of corporate relations participants is proposed. This approach has taken into account the nature of corporate control claims. Such a proposal will prevent the aggravation of socio-economic contradictions and corporate conflicts which may be an obstacle to the sustainable development of a jointstock company.

Value-oriented approach in corporate governance

A volatile external environment, a high level of competition, globalization and digitalization of the economy require updating the established principles of corporate governance formation. At the moment, value-oriented corporate governance is becoming increasingly popular. In the article, the authors consider formal and informal mechanisms of corporate governance with an emphasis on values as informal mechanisms that are becoming crucial in modern corporate governance. Theoretical approaches to value-oriented corporate governance are analyzed, the relationship between the values approved in Russian companies and the general level of compliance with the principles of corporate governance is evaluated in the article. To achieve the goal, in the article are used the methods of analysis, comparison, and questioning, the methodology of the National Corporate Governance. Based on the results of the study, it was concluded that companies in which values become an essential part of business culture and practice, demonstrate a high level of corporate governance and high market capitalization. In the largest companies with the best corporate governance practices, documents such as the corporate governance Code, the code of ethics, regulations/policies for resolving corporate conflicts and conflicts of interest are adopted more often than in other companies. The approved business ethics and values of the company, the high level of trust of internal and external stakeholders in the corporate governance system are reflected in the decisions taken that determine the competitiveness and long-term sustainable development of the organization.

Феномен корпоративного конфликта: понятие, субъекты, интересы

Based on the results of a study of current judicial law enforcement practice, the article examines the phenomenon of corporate conflict. The author compares the basic approaches to the definition of the concept, and highlights the qualifying signs of a corporate conflict. The author highlights the key (generic concept), essential (subjects and relations) and significant (interests) elements of the corporate conflict definition. The operation of this structure in the field of corporate governance, preparation for litigation, actual participation in arbitration proceedings and administrative proceedings is associated with certain applied problems associated with the lack of a definition of this concept not only in the text of the law, but also in the generalizing documents of the highest court country, the substantive discrepancy between the criteria of this institution proposed by judicial practice and the starting (legal) definition of a corporate conflict, the diversity of criteria that provide, in the author’s opinion, an excessively wide fairway for situational and evaluative judgments in the process of assessing evidence of interested parties in corporate discussions, administrative proceedings and litigation disputes. The author emphasizes the openness and intensity of the corporate conflict as qualifying features of its definition, and the author comes to the conclusion that a corporate conflict cannot be considered simply a disagreement of the parties, but only an active confrontation or dispute between the parties. The author separates the corporate conflict from other types of conflicts: operational, organizational, interpersonal and legal. The paper describes the types of possible participants in a corporate conflict. Referring to specific examples from the sphere of domestic arbitration practice, the author pays great attention to the society itself and stakeholders, as independent subjects of a corporate conflict. The author emphasizes the vagueness and ambiguity of some terms that qualify corporate conflict, such as “goals”, “interests”, “motives”. The work reveals the motivational, causal side of a corporate conflict, considers the diversity of interests of the parties that are the subject of a corporate conflict.

Корпоративный конфликт как фактор позитивного развития социально- экономических отношений

The article is based on the current practice of researching Russian economic, corporate management and judicial application jurisprudence and reveals the paradox of a positive study of corporate conflict on business development, its social resource and its intra-company regulatory base. The author shows that replicated practices of managing groups of corporate conflicts, highlighting obvious regulatory contradictions or alogisms corresponding to the algorithms, signaling the situation of the rule-making process and the expert community of the need to adjust the relevant rules; corporate conflicts in diversified holdings inevitably lead to random outcomes; a non-destructive option for resolving a corporate conflict allows you to increase the group from “smoldering manifestations” of character strengthening, which are corporate contradictions of co-owners or participants and top managers brought to a high degree of aggravation; shareholder antagonisms demonstrate a pronounced institutional energy and an applied demonstration of the usefulness of peacefulness and compromise in conducting polemics defending their mismatched, including diametrically opposed interests of the co-owners of the company; identified cases of occurrence of cases of cardiovascular disorders, initiated by a weak corporate-legal relationship for the management of a group or set of companies, resulting in their defeat, leading to the identification of positive adjustments in corporate behavior for the control of the party; counteracting corporate conflict among children contributes to the development of methodological and applied foundations for company risk management. An internal corporate conflict in the public mind is a spontaneous, but at the same time objectively justified method of protest, which does not cause chances of victory as such, but conditionally works as a stimulus for the creation of civil-democratic foundations of society.

Деструктивные функции корпоративного конфликта

The article, based on the results of a study of current Russian economic, corporate management and judicial law enforcement practice, analyzes the negative impact of corporate conflict on business development, its social and reputational resource. Based on the analysis of specific cases, the author shows that a domestic corporate conflict destroys a business or destabilizes a company’s activities. A corporate conflict has the ability to generate new corporate conflicts, and contains “explosive material”, the detonation of which, under certain conditions, destroys family and other personal ties. Also, a corporate conflict encourages its weak side to vigorously use the potential of administrative law against the target (base) company and its main beneficiaries, thereby expanding the springboard for “military operations”. The article substantiates the conclusions that a large- scale corporate conflict between the leading participants of the company competing for shareholding control is fraught with the emergence and development of risks for minority partners who are not directly involved in the conflict. The author believes that certain corporate conflicts in the bowels of a Russian company operating abroad may become the basis for the application of certain sanctions to it under the laws of countries that are subject to extraterritorial application. Long-term corporate antagonisms destabilize the socio-psychological atmosphere in the workforce of companies that have become their main platform, and can become the basis and cause of panic among top managers and leading specialists, thereby contributing to a decrease in the efficiency of personnel, macrosocial, including macroeconomic and “ the negative effect of corporate conflict is inevitable.

Conflict of interests of stakeholders in corporate management under modern conditions

Aim. The work aimed to describe the impact of modern conditions of social development, primarily digitalization trends and the COVID-19 pandemic, on the essence of stakeholder conflicts of interest in corporate management, as well as the consequences arising from this.Tasks. The work was performed to define the term “stakeholder”, classify key stakeholders in the context of the impact of a conflict of interest on corporate management.Methods. The author used general methods of scientific knowledge, identified trends in digitalization and the COVID-19 pandemic under conditions of change in the content of stakeholder conflicts of interest in corporate management.Results. The process of increase in the role of external stakeholders in the reality of contemporary times, as well as the prerequisites for the emergence of a conflict of interests of stakeholders and ways to resolve them in modern conditions, were characterized. The ways to manage the conflict of interests of the corporation stakeholders and the impact of such conflicts on the efficiency of corporate management were analyzed.Conclusions. It has been established that the stronger the coronavirus pandemic impact on conducting business, the more often corporate conflicts take place, the more cases of conflict of interest of corporation stakeholders occur, and, as a result, the choice of ways to resolve them is predetermined. In addition, the active transition to digitalization strengthens the role and influence of external stakeholders, especially regulatory authorities and the public, on corporate management in general and in the context of conflict situations in particular.

Corporate Conflicts, Their Types, Essence and Issues of Improving the Court Review Procedure

Corporate Conflicts, Their Types, Essence and Issues of Improving the Court Review Procedure

Особенности корпоративных конфликтов в российском предпринимательстве

Based on the results of a study of current Russian economic, corporate management and arbitrationjudicial law enforcement practice, the article outlines the main features of the state and trends in the evolution of corporate conflict in the Russian Federation. Among them, the following interrelated trends are considered: a) an extremely high measure of the concentration of capital in the domestic economy – corporate rights to business structures and the persistence of the trend to “wash out” the layer of micro-minority shareholders as a fundamental prerequisite for shareholder antagonisms; b) hypertrophy of “shadow” relations in the field of domestic corporate governance and a high degree of latency in managerial decisions as a source of conflict; c) active use by the parties of a corporate conflict of criminal law methods of pressure on a direct opponent and his allies; d) the prominent role of the state (the Russian Federation, its constituent entities, municipalities) in the sphere of corporate conflicts that do not directly affect its legal interests; e) a high level of methods of resolving corporate conflicts that are not located in the legal field; f) the scenario tragedy of domestic corporate disputes due to the professional unpreparedness of a significant part of “active investors”, which is rarely perceived by them in the context of the inefficiency of the applied systems and methods of company management; g) tough disagreements between the subjects of the corporate governance system, which usually affect a significant part of a group of companies built like a holding company; h) an impressive volume of corporate conflicts in the Russian Federation, represented by mutual reproaches of coowners of parity companies; i) corporate conflict in the sphere of moderately large and medium-sized businesses, which is a consequence of the orientation of domestic investment practice towards a purely short-term perspective; j) excessive “psychologization” of corporate conflicts, the refusal of the participants in the managerial confrontation to exploit the criterion of economic efficiency of appropriate response measures to emergency corporate situations – a comparison of expected results and associated costs.

Modern Technologies for Resolving Conflicts Within an Organization

Research problem and degree of the research: Today, conflicts take place in all organizations. Current realities do not allow enterprises to exist in a comfort zone without internal obstacles; otherwise, an institution simply will not survive. This article is based on both the positive meaning of conflict and on an analysis of the negative aspects of conflict, specifically regarding modern technologies which allow resolving conflict contradictions in some cases or to avoid it completely in others, for example, when there are rudiments of their maturation. Purpose of the article: to analyze modern technologies for resolving conflicts in an organization. Subject of the article: Modern technologies for conflict resolution. There are quite a few types of intra-organizational conflicts, but we will focus on the contradictions that arise in teams. The article analyzes the technologies of conflict resolution in two projections: in resolving a conflict that has already arisen and in its prevention. Research methods: The following research methods were used: ⎯ theoretical analysis of scientific sources; ⎯ analysis of foreign conflict resolution techniques. Modern conflict resolution technologies are focused on the constructive participation of all parties to the conflict. At the same time, the managers’ actions play a certain role, as they are endowed with exclusive functions for managing conflicts within their department and they are personally responsible for the situation in the team. Of course, it is necessary to apply preventive methods to prevent contradictions. If nevertheless the conflict emerged for various reasons: either the contradiction was implicit, or this issue was not given due attention, it is necessary to be guided by slightly different methods. In any case, the resolution of intra-organizational conflicts in a team should be focused on the psychological aspect of employees. It is necessary to work with each employee, paying attention to his or her needs and interests. Conclusion. This article examined the main modern methods for preventing and resolving conflicts, used in many organizations. The theoretical aspects of intra-organizational conflicts, including the cause of the conflict, its’ structure and typology were considered. The article was also focused on the typical managers’ mistakes when resolving conflicts. Key words: corporate conflict, resolution technologies, managerial impact, mediation.

Comfortable Urban Environment as a Factor of Regional Tourism Development

Research problem and degree of the research: Today, conflicts take place in all organizations. Current realities do not allow enterprises to exist in a comfort zone without internal obstacles; otherwise, an institution simply will not survive. This article is based on both the positive meaning of conflict and on an analysis of the negative aspects of conflict, specifically regarding modern technologies which allow resolving conflict contradictions in some cases or to avoid it completely in others, for example, when there are rudiments of their maturation. Purpose of the article: to analyze modern technologies for resolving conflicts in an organization. Subject of the article: Modern technologies for conflict resolution. There are quite a few types of intra-organizational conflicts, but we will focus on the contradictions that arise in teams. The article analyzes the technologies of conflict resolution in two projections: in resolving a conflict that has already arisen and in its prevention. Research methods: The following research methods were used: ⎯ theoretical analysis of scientific sources; ⎯ analysis of foreign conflict resolution techniques. Modern conflict resolution technologies are focused on the constructive participation of all parties to the conflict. At the same time, the managers’ actions play a certain role, as they are endowed with exclusive functions for managing conflicts within their department and they are personally responsible for the situation in the team. Of course, it is necessary to apply preventive methods to prevent contradictions. If nevertheless the conflict emerged for various reasons: either the contradiction was implicit, or this issue was not given due attention, it is necessary to be guided by slightly different methods. In any case, the resolution of intra-organizational conflicts in a team should be focused on the psychological aspect of employees. It is necessary to work with each employee, paying attention to his or her needs and interests. Conclusion. This article examined the main modern methods for preventing and resolving conflicts, used in many organizations. The theoretical aspects of intra-organizational conflicts, including the cause of the conflict, its’ structure and typology were considered. The article was also focused on the typical managers’ mistakes when resolving conflicts. Key words: corporate conflict, resolution technologies, managerial impact, mediation.

Shareholder withdrawal in close corporations: an Anglo-German comparative analysis

ABSTRACT Small and medium enterprises (SMEs) are important to most economies, but the laws of close corporation entities used by SMEs are underrepresented in comparative corporate law scholarship. This Article critically analyses ‘withdrawal’ regimes in Germany's GmbH (Austritt aus wichtigem Grund) and the UK's private company limited by shares (unfair prejudice remedy) that respond to shareholder conflicts in close corporations. Comparative analysis reveals how the two jurisdictions differ in treatment of ‘non-fault’ scenarios and their underlying visions of shareholder protection. Potential reform of the UK's withdrawal regime based on German and Singapore law is also explored.

ТРАНСФОРМАЦИЯ ТРЕБОВАНИЙ К СИСТЕМЕ КОРПОРАТИВНОГО УПРАВЛЕНИЯ В РОССИЙСКОЙ ФЕДЕРАЦИИ В УСЛОВИЯХ ВНЕШНИХ ВЫЗОВОВ

Rating agencies are one of the elements of the corporate governance system. In the face of the challenges of the external environment, it is necessary to develop and maintain national rating systems in order to increase the transparency of corporate activities and attract additional sources of funding. Sectoral shifts in the economy, occurring under the influence of external challenges, can be observed by changes in the formed corporate ratings. Such information is relevant for use by different groups of stakeholders: by investors when assessing the stage of the life cycle of the industry as a whole and the prospects of a particular corporation, taking into account this factor, by the state when making decisions on state support for backbone corporations. Significant changes in the positions of corporations in the ratings can produce an increase in corporate conflicts between all participants in the corporate governance system. An increase in the share of non-controlling owners in IFRS reporting may be a predictor of an increase in conflicts between minority and majority shareholders. An increase in the share of non-controlling owners in IFRS reporting may be a predictor of an increase in conflicts between minority and majority shareholders. One of the tools for resolving conflicts of this type is the offer to buy out the shares of minority shareholders and the consolidation of the stake by the leading shareholders. In the context of global changes in the external environment, the direction of liability insurance of the Board of Directors of corporations and top management is of particular importance. At the same time, it is necessary to rethink the requirements for the mandatory presence of independent directors on the Boards of Directors. If there are independent directors who are not residents, we consider it appropriate to revise the subject matter of the insurance contract and increase the sums insured under the D&O policy.

ИНСТИТУТ «КОРПОРАТИВНОГО КОНТРОЛЯ»: ТЕОРЕТИЧЕСКИЕ АСПЕКТЫ И ПРАКТИКА МЕЖДУНАРОДНЫХ МЕДИЦИНСКИХ КОМПАНИЙ

The issues of the formation of the institute of corporate control and its development in the practice of international companies have been of considerable scientific and practical interest since the 30s of the last century, in the zero years of the XXI century, due to a number of circumstances, there was a decrease in interest in these studies. In the last decade, there has been an increase in the attention of economic scientists to the development of this institute. This is due to an increase in investment activity in the mergers and acquisitions market, an increasing number of corporate conflicts between company managers and shareholders, and increased volatility in capital markets. Currently, in the context of the formation of a new paradigm of Russian investment policy, the study of modern institutions of the market economy, the study of the practical experience of the effective activities of international foreign and domestic companies, including the study of corporate control processes, has great scientific and practical value. The authors of the article have repeatedly addressed this topic. For example, in 2021, an article «The economic nature of escrow accounts in the practice of international companies» was published on the pages of the journal «Industrial Economics», which presented some theoretical and practical aspects of the use of these payment tools for the assignment of corporate control. In this scientific article, the scope of the research of the institute of corporate control has been expanded, the authors have analyzed the theoretical provisions that reveal its essence and principles, and the practice of applying corporate control in the activities of international companies operating in the field of healthcare is presented.

Корпоративный косвенный иск в России: инструмент защиты корпорации от вреда менеджмента или способ вторжения в отношения корпорации с третьими лицами?

Derivative claims in corporate law are claims that participants (shareholders) file ‘on behalf of and in the interests’ of the corporation, and the enforcement is held in favor of the corporation itself. This is an extremely popular way to resolve a corporate conflict: every year Russian arbitrazh (commercial) courts consider about 2,000 such claims, which is 10–15% of all corporate disputes. In Russia, compared to foreign legislations, the participants of the corporation have the right to interfere in the relations of the corporation with third parties. As judicial statistics demonstrate, claims to challenge transactions of a corporation are more popular and more effective compared to a classic damages claim against management.

A Empirical Analysis on Conflict Risk Perception in Local Public Corporations

This study proposes alternatives for improving the conflict management system of local public corporations. The research methodology analyzed the awareness survey on the status of public conflicts in local public corporations in Korea. The analysis results are as follows. This research found a high level of interest in public conflicts in connection with local public corporations but a low level of awareness of the negative effects of public disputes. Conflicts involving local public corporations significantly negatively impact local communities and residents, requiring urgent resolution. As a priority strategy for government departments or local governments to resolve public conflicts, persuasion was the highest at 20.8%, followed by negotiations (18.0%), rewards (14.8%), legal and institutional adjustment (14.8%), and participation (14.2%). Local public corporations need to introduce and operate a cooperative conflict management system through consultation with local governments as soon as possible.

ORGANIZATION OF PROTECTION AGAINST ACQUISITIONS AS FORMS OF CORPORATE CONFLICT IN FOREIGN AND RUSSIAN PRACTICE

The article discusses the features of the organization of protection against acquisitions in foreign and Russian practice. The specifics of the manifestation of corporate conflicts, methods of acquisitions are analyzed, conclusions are formulated about the effect of the use of protective mechanisms and the peculiarities of the perception of these processes in Russia and abroad. Different companies apply different degrees of protection, and the question of why this happens remains open. No standard theoretical model has yet determined what explains the observed differences in the degree of protection of companies from acquisitions and how companies choose the degree of protection necessary for them.

Civil Mechanism Preventing and Resolving a Conflict of Interest in the Russian Private Law

The article studies the legal mechanism preventing and resolving a conflict of interest in civil law. The Russian public law pays much attention to the prevention of competitive interests but there are still no studies on a conflict of interest in private law. The authors have written this article to consider the relevant legal studies and draw their conclusions. Methods: The authors used the methods of comparative and systemic analysis, synthesis and scientific research to examine such a legal concept as a "conflict of interest in private law". The study aims at analyzing the category of competitive interests in relation to private law, determining its prerequisites, reasons and possible solutions. The authors have concluded that a conflict of interest often causes corporate conflicts among parties involved in corporate relations. Moreover, this type of conflicts arises due to the realization of individual property interests and the possibility of one person to influence the other, for example, a conflict between majority and minority shareholders.