Corporate Rights Research Articles

Цифровые финансовые активы как технология фиксации имущественных требований и обмена данными о них

The authors explore the phenomenon of digital financial assets from the perspective of innovative investment technology. The dualism of legislative provisions interpreting the legal nature of these assets is criticized. The conclusion is substantiated that digital financial assets do not belong to objects of civil rights previously unknown to the Russian legal system, but represent property rights that are individualized in circulation by unique information codes. Being negotiable investment assets, they have a commodity-value nature; data on their ownership and transfer of rights to them are transmitted via Internet communications. Through digital financial assets, information technology has been implemented to record the property claims of participants in civil turnover and exchange data about them; they can submit mandatory requirements that are not legally prohibited from alienating them within the framework of assignable structures. Due to this innovative technology, participants in civil turnover receive the legal equivalent of a certain mandatory requirement in digital form, including a requirement fixed in equity securities, a requirement to transfer such securities, as well as corporate rights determined by participation in the capital of a non-public joint-stock company. The use of digital financial assets provides an opportunity for individuals and legal entities to build investment relationships with minimal intermediary participation, conduct financial transactions in a transparent manner, increase investment profitability, and simplify the search for counterparties.

The Protection of Labor Rights of Chinese Multinational Corporations under the Belt and Road Initiative

With the deepening of the "Belt and Road" Initiative, the number of Chinese overseas workers is increasing, and the protection of labor rights and interests is becoming more and more prominent. This article analyzes the problems in the protection of labor rights and interests of Chinese multinational corporations and their causes, and finds that these problems are mainly concentrated in the aspects of identity legitimacy, law application, discrimination in employment access and neglect of the right to human dignity. The incompleteness of the host country's legal and social security system, the inadequacy of diplomatic and consular protection in the home country, the lack of social responsibility of transnational corporations, and the weak awareness of workers' rights are all important reasons for the violation of workers' rights and interests. In order to solve these problems, the paper proposes optimization paths at the national level, the level of transnational companies and the level of workers themselves, including building regional agreements, strengthening legal aid, implementing legal training and raising awareness of self-protection. Through multi-faceted efforts, we can better protect the legitimate rights and interests of overseas workers of Chinese multinational companies, promote the smooth implementation of the Belt and Road Initiative, and achieve the goal of win-win cooperation.

Корпоративный договор: гражданско-правовая сделка или публично-правовое дозволение?

This article considers the problems of determining the subject matter of a corporate contract, assesses the cor-relation between a corporate contract and the charter of a business company according to Russian law and foreign legal orders. The corporate contract should be considered as a civil-law deal concluded on the basis of public-law permissions. The subject matter of a corporate contract is corporate rights and obligations, the pro-cedure for the exercise or non-exercise of which is established by agreement of the parties, and it is permissi-ble to include in the contract elements of other types of transactions than those expressly provided for by the Civil Code of the Russian Federation. Under Russian law, a corporate contract is not subordinate to the compa-ny’s charter. Compliance with the imperative requirements of the law is sufficient to recognize a corporate agreement as valid regardless of its relation to the company’s charter.

The legal foundations and specifics of exercising corporate rights by individuals authorized to perform local self-government

Financial liberalization is a widely adopted policy for countries to enhance growth. Financial liberalization enables financial institutions to proceed with innovative activities by familiarizing themselves with fewer mortgage loans in the financial market. Financial liberalization is a widely adopted policy for countries to enhance growth; however, it is a complex and controversial issue, with different studies providing contrasting perspectives. Financial liberalization is considered an efficient way to measure and change the financial market and structure in order to reach a position to get financial liberalized markets under an efficient and effective guideline. In the case of Vietnam, very few scholars have investigated the issue of financial liberalization-led growth. This endeavor examines the effects of financial liberalization on economic growth in the presence of control variables for Vietnam over the period of 1990 to 2021. This study uses the Autoregressive Distributive Lag Model approach due to its several advantages. The results show that financial liberalization enhances economic growth, which implies that more liberalization results in enhanced growth in Vietnam. Improved access to credit is another positive outcome of financial liberalization, as it can result in greater access to credit for individuals and businesses, enabling them to make investments and expand their operations. Hence, the results support the neo-liberal view of liberalization.

Тенденції розвитку законодавства та доктрини приватного права про підприємницькі юридичні особи

The scientific article raises the question of outlining the direction of development of civil and corporate legislation of Ukraine regarding legal entities in general and business, in particular. The definition of legal forms of legal entities in the light of the recodification of the Civil Code of Ukraine. The author of the article supports the idea laid down in the Concept of updating the Civil Code of Ukraine in the part that the legal regulation of organizational and legal forms should be developed in the direction of a closed list of organizational and legal forms of legal entities– societies and institutions. The need to systematize those legal entities that are part of the legal form of «institution» is emphasized, because institutions, funds, and individual legal entities of public law operating in the legal form of the institution differ in their legal status and are not sufficiently regulated today. It is concluded that it is necessary to strengthen the role of the Civil Code of Ukraine in determining the legal status of legal entities of public law by enshrining in the Code norms that would indicate the fundamental nature of the provisions of private law in regulating the organizational and legal forms of legal entities of public law. It is noted that the basis of understanding the concept of an entrepreneurial legal entity are two criteria: activities for profit and its subsequent distribution between participants; the emergence of the founders of a special type of property and personal rights, which are called corporate rights. It is indicated on the need to distinguish between corporate and membership legal relations arising in entrepreneurial and non-entrepreneurial societies. In the article, due to the application of the criterion of «degree of completeness of rights», it was concluded that there are no grounds for identifying membership and corporate legal relations. The content of membership rights in non-entrepreneurial societies is non-property rights, that is, one of the elements of the corporate rights of participants in entrepreneurial societies. Certain property interests, if any, arise in non-entrepreneurial societies, as a general rule, fit into the design «not to get more than invested». It also emphasized the need to improve Art. 961 of the Civil Code of Ukraine regarding the definition of corporate rights, the need to determine the degree of detail of regulation of entrepreneurial legal entities at the level of the Civil Code of Ukraine, in particular in terms of returning to the structure of the Civil Code of Ukraine the norms on joint-stock companies and limited and additional liability companies.

Jurisdictional form of protection of corporate rights under the legislation of Ukraine

Jurisdictional form of protection of corporate rights under the legislation of Ukraine

The Notary Institution as a Form of Protection of Corporate Rights

The Notary Institution as a Form of Protection of Corporate Rights

Legal regime of a share in the charter capital of a limited liability company

Based on the analysis of Ukrainian legislation and legal doctrine, the article examines the legal regime of a share in the authorised capital of a limited liability company. The necessity of considering a share in the authorized capital in two senses is substantiated: economic and legal. According to the first meaning, such a share expresses a part of the value of the company’s property and gives a person the opportunity to dispose of the company's capital (assets). However, from a legal point of view, there is an insurmountable obstacle to this understanding – the status of a limited liability company as an independent participant in civil relations, which owns such property, and property separation is one of the features that characterises it. The opinion that a share in the authorised capital of a limited liability company does not coincide with the concepts of “corporate rights” or “property rights” is supported, it is an independent tradable object, but with a specific legal regime, in particular, it cannot be the object of other limited property rights, but it is such a share (and not corporate rights) that can be the object of property rights. It has been proved that: 1) the legal nature of a share should be characterised through the legal nature of the powers of a limited liability company participant; 2) such powers constitute a single and indivisible set of corporate rights which are recognised as a separate category of rights, along with obligatory and property rights; 3) the legal nature of corporate rights is of a comprehensive nature, which primarily consists of a combination of the principles of absoluteness and relativity; 4) the definition of a share only through the shareholder's rights is not justified, since the shareholder's rights are inextricably linked to his/her obligations; 5) a share as an object of civil rights is “other property”, not “property rights”.

SUSPENSION OF CORPORATE RIGHTS

SUSPENSION OF CORPORATE RIGHTS

Peculiarities of division of corporate rights of spouses: through the prism of the Supreme Court practice

Introduction. The paper is devoted to the study of the issue of the division of marital property, namely corporate rights, which is the least regulated at the legislative level. The purpose of the paper is to carry out further scientific research of theoretical and practical aspects of the legal regime for division of corporate rights of spouses under Ukrainian legislation. Results. The author analyzes the scientific approaches to the definition of the concept of corporate rights of spouses, and reveals the content and features of the presumption of joint property. The scientific study of the issue of the legal regime of marital property (corporate rights) offers various variations of further development of the approach to the division of marital property at the legislative and case law levels. The paper emphasizes that the property owned by a husband and wife in joint ownership and transferred to the authorized capital of a legal entity becomes the property of the latter and ceases to be the object of joint ownership of the spouses, while one of the spouses receives corporate rights and the other receives the right of claim. The author analyzes the impact of the decision of the Constitutional Court of Ukraine on private law relations, which changed the vector of development of the issue of joint marital property and its possible division. Within the framework of the issue of the legal regime of corporate rights of spouses, the author makes an excursion into the case law on this issue and traces the changes in case law regarding the possibility, procedure and object of division of corporate rights. Conclusion. The author comes to the conclusion that there is no clear legislative regulation of the legal institution of division of corporate rights of spouses, and the dynamic development of judicial practice which establishes different approaches to the practical solution of this issue.

Assessing the impact of corporate rights regulation on the risk of corporate conflicts

Assessing the impact of corporate rights regulation on the risk of corporate conflicts

Legal regulation of inheritance of corporate rights under the laws of Ukraine and EU countries

Legal regulation of inheritance of corporate rights under the laws of Ukraine and EU countries

Determining the amounts of membership interests in the charter capital of a limited liability company as an appropriate way to protect the rights of the member through legal proceedings

In the modern context of corporate law, the study of the effectiveness of the protection of corporate rights of participants in limited liability companies (hereinafter – LLC) is an extremely relevant topic for research. Limited liability companies are the most common organisational and legal form among legal entities for conducting business activities in Ukraine, especially at the levels of small and medium- sized businesses. In this regard, the legislative regulation should be based on accessible and reliable mechanisms for protecting the rights and interests of participants, and quick and fair resolution of internal conflicts that may threaten the viability of the business. The processes of state registration of information about limited liability companies are defining components of the transparency of business activities of this type of legal entity. The article focuses on the importance of the unity of law enforcement practice and legal positions of commercial courts in consideration of corporate disputes, which is an important factor for the protection of property rights, stimulation of investments, and ensuring the stability of the corporate sector of the economy. The legal positions of the Supreme Court regarding the exhaustive list of ways to protect the rights of an LLC member have been explored. It is noted that to protect the rights of members of limited liability companies in cases where their corporate rights have been violated, it is important to consider the provisions of part 5 of article 17 of the Law of Ukraine “On State Registration of Legal Entities, Individual Entrepreneurs and Public Organisations”. An analysis of judicial decisions reveals controversial issues regarding the application of the provisions of this Law. Within this article, an assessment of the effectiveness of current mechanisms for protecting corporate rights is provided, opportunities for their improvement are identified, and recommendations for improving legislative regulation and judicial practice are developed. Special attention is paid to the analysis of ways to protect the rights and interests of participants in the context of state registration of changes to the charter capital and the amounts of membership interests, as well as the assessment of the proportionality and adequacy of the applied measures.

Положение пережившего супруга при наследовании прав, связанных с участием в коммерческой корпорации

The article examines the theoretical and practical problems of the position of the surviving spouse in the succession of rights related to participation in a commercial corporation. The author analyses the content of the status of the surviving spouse, the peculiarities of the exercise of his rights in the event of the death of the participant (member) of a commercial corporation. The article analyzes the jurisprudence on the succession of corporate rights by the surviving spouse. The author concludes that it is necessary to use the tools of hereditary planning and emphasizes the high importance of family entrepreneurship in modern Russian law.

The Limits of Individual Regulation of Marital Relations based on a Marriage Contract

The paper examines the qualifying features and elements of a marriage contract under the provisions of the Civil and Family Codes of the Russian Federation, as well as the specifics of legal regulation of relations arising in connection with its conclusion. The author critically investigates limitations of freedom of the marriage contract provided for by the mandatory norms of the Family Code of the Russian Federation and the definition of the marriage contract. The author justifies admissibility of determining the shares in the right to the common property of spouses or specific property belonging to them in the event of death or bankruptcy of one or both spouses. At the same time, special attention is paid to incompatibility of the marriage contract with involuntary creditors and creditors to whom its terms were not disclosed, as well as ex post control of the fairness of the terms of the marriage contract. According to the author, the regulatory potential of a marriage contract should not be limited mainly to the disposal of the spouses’ property belonging to them. The author brings up for discussion the possibility of using a marriage contract not only as an administrative, but also as an obligatory transaction, through which it is possible to regulate all property and personal non-property relations arising between spouses, including spouses with common children, in connection with marriage, in marriage and in the event of its termination. The paper highlights that a marriage contract may contain the terms of a corporate agreement defining the procedure for one of the spouses to exercise corporate rights. The author comes to the conclusion that it is necessary to develop dispositive (discretionary) principles regulating relations arising from a marriage contract and defining it as an agreement to family creation and functioning as a non-subjective entity, which would allow considering a marriage contract as a kind of a simple partnership agreement.

К вопросу о правовой характеристике членства в саморегулируемой организации

The article draws attention to the fact that the legal status of a member of a self-regulating organization is built on the basis of membership in the association, but at the same time it is supplemented and/or modified in connection with the special functionality of the status of a self-regulating organization, which primarily affects the list of responsibilities of members of these organizations, which are an instrument for ensuring the status of the self-regulating organization itself. It is proved that a sufficiently broad and unlimited measure of dispositivity in determining the corporate rights and obligations of members of self-regulating organizations does not have the best effect on the issues of protecting the interests of the members themselves and their exercise of corporate rights. The author also tracks the trend of involving self-regulation mechanisms in blogging activities.

The farce of the commons? Corporate rights, political wrongs and common-pool resources in English towns, 1835–1870

ABSTRACT The 1832 Reform Act and the 1835 Municipal Corporations Act reconfigured political representation in English towns from a ‘franchise’ system (based on rights of corporate freedom) to a property-based ratepaying electorate. This shift also undermined the rights of freemen to urban common lands and resources, which were linked to pre-existing forms of representation. This issue links directly to debates in economic history about use-rights and the preservation of common-pool resources (CPRs). Supporters of Nobel laureate Elinor Ostrom argue that such common resources could be preserved because this was the most rational economic choice facing their users. Critics have asserted that the fate of such economic resources was dictated by the historically contingent social, economic and political forces within them, not abstract economic rationality. This article assesses these arguments through a micro-study of the commons in the Yorkshire borough of Beverley between 1835 and 1870. New legislation ensured that these lands were managed in line with Ostrom’s principles of transparency and accountability. Despite this, they became entangled in wholesale, organised political corruption, exposed by a detailed Parliamentary enquiry in 1868. The article investigates this contradiction to explore how far ‘institutions’ could remain autonomous within a highly contested political ‘space’.

Нотариальные действия как эффективное средство защиты корпоративных прав

rantee of public authenticity for third parties cooperating with parties to corporate relations. The preferable term to use in respect of notarial actions in the corporate sphere is “protection means” as this term is a universal and generalizing concept that includes means that determine the right protection form and means that determine the protection method. The term protection is used in respect of notarial actions rather than defense of corporate rights because notarial activities are aimed in this case at prevention of a violation of rights through creation of legal certainty, the initiative is promoted by parties to corporate relations who engage notaries in legally established cases or voluntarily to ensure public authenticity of corporate resolutions, acts, agreements.

Implementation and protection of a person's subjective corporate right to information

The corporate right of a participant of a legal entity to receive information about a legal entity and its activities is a key subjective corporate right of a person, without the implementation of which and in the event of its violation, all other subjective corporate rights of a person will also suffer adverse consequences. Therefore, the study of the conditions for the realization of a person's subjective corporate right to information, as well as the issues of its effective protection in the event of a violation, is quite relevant at the present time. Currently, the legal definition and legal regulation of the grounds and procedure for the implementation and protection of a person's subjective corporate right to receive information is not entirely satisfactory and undisputed. Yes, we have a contradictory understanding of the right to receive information as a corporate right in Article 96-1 of the Civil Code of Ukraine. The procedure for implementing this right in other specialized corporate legislative acts is not sufficiently regulated. In many cases, corporate disputes on this issue arise precisely because of different interpretations of legislation or gaps in it. Nor does the judicial practice of resolving these disputes provide answers to all problematic issues. Also, even though due attention was paid to this issue in science your time, however, due to constant changes in corporate legislation, the implementation and protection of a person's subjective corporate right to information require constant additional study and understanding. In the article, based on the analysis of the content of a person's subjective corporate right to receive information about the «corporation», it is determined that a person's corporate right to information is one of the significant ones – one without which a person would not be able to effectively exercise all his other subjective corporate rights. An effective way to protect the right of a participant (shareholder, member) of the «corporation» to receive information about the activities of the «corporation» is to induce the «corporation» in court to perform actions by the «corporation» – provide certain information. Key words:information, corporate right to information, implementation of the right to information, effective way of protecting the corporate right to information.

К вопросу о юридической ответственности за нарушение корпоративных прав

The article examines the nature of corporate relations and highlights corporate liability as a special type of legal liability; the features of the category of corporate liability are considered, and an attempt is made to formulate corporate liability as a separate definition. The relevance of the development of the topic is due to the introduction in the 2nd decade of the 21st century of novels into the conceptual apparatus of the civil legislation of the Russian Federation on entities (“corporation”, “corporate rights”, “corporate entities”) and the need to formulate indistinct grounds for corporate liability while separating it of others legal liabilities’ types.