Russian Corporate Research Articles

Management of social responsibility strategies of multinational corporations in russia during the war against Ukraine

This study examined how multinational corporations adapted their corporate social responsibility strategies while operating in russia during the ongoing war against Ukraine. Specifically, the analysis investigated the impact of different corporate social responsibility approaches on financial performance, stakeholder trust, and corporate reputation for multinational corporations operating in russia during the war. A game-theoretic model evaluated three distinct strategies: minimal corporate social responsibility engagement (Strategy 1), increased corporate social responsibility involvement (Strategy 2), and a complete exit from the russian market (Strategy 3). The quantitative analysis showed that companies choosing the exit strategy (Strategy 3) gained the highest payoffs for financial performance, stakeholder trust, and reputation. In contrast, minimal corporate social responsibility engagement (Strategy 1) resulted in negative outcomes, including reputational damage and potential exposure to sanctions. On the other hand, increased corporate social responsibility involvement (Strategy 2) produced neutral outcomes, offering short-term benefits but still leaving companies vulnerable to ongoing risks. The sensitivity analysis confirmed the stability of these outcomes. The study concludes that exiting the russian market not only aligns with ethical standards but also ensures long-term sustainability, offering critical insights for corporations navigating corporate social responsibility challenges in war zones. AcknowledgmentsWe sincerely express our gratitude to Prof. Dr. Dr. h.c. Marko Sarstedt, the LMU Fellowship Grant (LMU Ukraine support-fund) for the support of Ukrainian scientists.

Adaptation of the Russian corporate bond market to the new geopolitical reality

Adaptation of the Russian corporate bond market to the new geopolitical reality

Fragmentation of Application of the Personal Law of a Legal Entity in the light of the Amended Law on International Companies

The new version of Federal Law No. 290‑FZ dated 03.08.2018 «On International Companies and International Foundations» adopted in August 2023 confirms the relevance of finding ways to regulate companies incorporated in the Russian Federation. The domestic approach has no analogues because under the Russian doctrine a foreign company can move not only with its rights and obligations, but also with its corporate law. Is it possible to call the foreign law applicable in this way a personal law? Why does the law on international companies not follow the logic of the Civil Code of the Russian Federation and does not directly indicate the application of foreign law to international companies and international foundations as a personal law? Can a foreign law partially encroach on the territory of the application of personal law? Is the personal law uniform and indivisible? To answer these questions, the paper analyzes the key characteristics, as well as the novelties of the institute of personal law in relation to international companies, problems arising in this area and ways to solve them. The author concludes that with the globalization of corporate relations, the fragmentation of the scope of personal law will continue. This actualizes the problem of finding mechanisms for the «seamless» application of the norms of different states in the field of application of personal law. The author emphasizes that legislation on international companies can become a regulatory sandbox and contribute to the inclusion of the most modern and effective institutions and approaches in Russian corporate law. Proposed in the paper amendments to the Civil Code of the Russian Federation and Law No. 290‑FZ preserve the logic of current regulation and reduce the uncertainty of regulation in the field of application of the personal law of an international company, the risks of subsequent changes in legislation for participants in international companies, as well as the likelihood of conflicts in the case of reference to foreign law.

Институт «номинальный руководитель компании»: сущность, формы, мотивы и риски применения

The article is a multidimensional study of the institution of figurehead in the contexts of Russian corporate governance, legal regulation and judicial enforcement. Applying analytical methods of scientific research to analyze the institution of figurehead, the author seeks to consider various aspects of this institution, including its essence, forms, motives for use, punishability and associated risks. The work reveals the approach of Russian judicial practice to the definition of a “nominal leader” as a formal, not actual leader. The author hypothesizes that shadow corporate governance is one of the subsystems of the domestic shadow economy, and that “nominal management of the company’s operating practices” is a class of diverse structures, the generation of one part of which pursues frankly destructive goals in social terms, the other is situationally reasonable. Analyzing scientific publications, legislative acts, and judicial practice, the authors reveal individual forms of nominal management of a company: nominal shareholder, nominal company, nominal corporate act, nominal member of the board of directors, “multi-machine operator”, “technical premier”, member of the family business team, the executor of the instructions of the team of actual leaders, the textbook nominal director and situational-transit versions of the nominal leadership. The article highlights the risks of using forms of figurehead: a fundamental change in law enforcement practice, loss of time for management approvals, loss of confidential information, reputational and entrepreneurial, loss of business, withdrawal of assets and raider takeover. Administrative-legal, expert and corporate approaches are described in the discussion about the limits of punishment for “nominalities”, emphasizing the paradoxical nature of the institutional interpretation of the phenomenon of nominalities. In general, the article offers a broad scientific and applied discussion on interdisciplinary methodological grounds.

The modernization of vessels for the river passenger transportation in the Sakha Republic (Yakutia)

The river passenger transportation (hereinafter referred to as RPT) in the Sakha Republic (Yakutia) ensures the mobility of the population and maintains its status as a socially significant industry. Further development and improvement of the activities of river passenger transport should be associated, first of all, with its technical and technological modernization. Therefore, the issue of modernization of existing vessels of the RPT in Yakutia remains relevant. In order to update the RPT industry in the republic, it is necessary to develop a republic’s plan for the modernization of the RPT industry with the participation of a wide range of experts, and include them in the national development program for the Far East until 2035. The RPT should be integrated with the gas industry, a promising and successful one of the republic, subject to the transfer of the same economic and managerial issues of carriers from the state to the Russian corporate capital. In return, the RPTs should become new participants in the gas motor fuel market of the Sakha Republic (Yakutia), take an active part in its formation and thereby receive an additional impetus for development on a new high-quality basis – gas fuel (LNG or LPG), and in fact, to enter a new segment for ourselves – the gas industry market. Similar projects are already being implemented in the transport industry, trucks, sea and river cargo transportation, rail transport in the Russian Federation and abroad, the next step is river passenger transportation and this step should be taken in Yakutia.

Правовое регулирование компаний в Гражданском кодексе КНР

Due to the significant increase in the volume of trade turnover of the Russian Federation with the People's Republic of China, the Russian reader is interested in the existing organizational-legal forms of business activity provided for in the new Chinese Code of the People's Republic of China, including the legal position of the limited liability company and the joint stock limited liability company, which have great similarity with Russian business companies. New provisions in Chinese law are the rules on corporate social responsibility discussed in the article. Inclusion of these provisions, representing one of the aspects of the theory of sustainable development to the Civil Code of the PRC, in the author's opinion, may be useful for Russian corporations forming rules of sustainable development in local acts.

Navigating wartime communications: multinational corporations in the Russia-Ukraine war

AbstractThis article explores the communication strategies of multinational corporations in response to the Russo-Ukrainian War and the public pressure to divest from the Russian domestic market. By content analyzing official statements from the top 50 revenue-generating multinational corporations in Russia, the article identifies patterns in corporate narratives about the war, their actions and concerns, and potential solutions. The findings reveal that most companies declare scaling down their presence in Russia while maintaining certain basic obligations, prioritizing employee safety, and expressing concerns about the global economy. While few explicitly condemn Russia's aggression, many adopt neutral language to avoid naming Russia as the aggressor. Corporations emphasize the importance of diplomacy, adherence to international law, and the pursuit of peace, but often avoid proposing concrete solutions. Despite variations across industries, countries of origin, and decisions to stay or leave Russia, the differences in statements were not significant. The uniformity of corporate statements and evidence that companies frequently do not follow their declared promises suggest potential “bluewashing” – making vague or false claims of social responsibility or anti-war stances to improve their public image. These findings emphasize the need for multinational corporations to develop sincere and original wartime communication strategies.

Обязанность лояльности директоров в немецком корпоративном праве

The article observes the specific duty of loyalty of directors, formed in German corporate law under the influence of Anglo-American approaches. The duty is inseparably linked to the principle of good faith, but has a more specific content. The author analyzes certain elements of the duty of loyalty arising from the noconflict rule of a director and compares them with the approaches of common law jurisdictions. It is noted that Russian corporate law operates with similar ideas, but does not decide to borrow some provisions of the concept.

The Births, Lives and Deaths of Corporations in Late Imperial Russia

Abstract Enterprise creation, destruction and evolution support the transition to modern economic growth, yet these processes are poorly understood in industrialising contexts. We investigate Imperial Russia's industrial development at the firm level by examining entry, exit and persistence of corporations. Relying on newly developed balance sheet panel data from every non-financial Russian corporation (more than 2,500 of them) between 1899 and 1914, we examine the characteristics of entering and exiting corporations, how new entrants evolved and the impact of founder identity on subsequent outcomes. Russian corporations evolved within a market environment, conditional on overcoming distortionary institutional barriers to entry that slowed the emergence of these leading firms in the Imperial economy.

Stakeholder Model of Corporate Governance: Methodology for Rapid Assessment of the Impact of Macroeconomic Challenges

The global humanitarian and economic challenges facing Russian corporate structures today require not only a rethinking of the role of public institutions in the future fate of the national economy, but also unprecedented innovative development of mechanisms for making management decisions in conditions of limited time and information. Well-known and methodologically developed approaches need transformation and development in relation to new realities. Based on the competent opinion of Russian corporate management on the current situation in the business environment, voiced at the XII All-Russian Forum «Business Management: Adaptation to Challenges and Development», requirements for the transformation of the corporate governance model have been determined. The purpose of the study was to develop the methodology proposed earlier by the authors for assessing the stakeholder value of the corporate network of the ESG activities of the corporation in terms of the influence of macro-level factors on it, in particular, economic sanctions. The following methods were used as a methodological basis: network approach, methods of logical analysis, correlation and regression analysis, comparison, graphic visualization. The methodology presented in the article was tested on the example of PJSC Norilsk Nickel and the region of its presence – the Krasnoyarsk Territory, based on data from two periods – pre-crisis (2012–2018) and including the COVID‑19 pandemic and strengthening of foreign trade sanctions (2012–2021). The results showed the sensitivity of the stakeholder value model to changes in macro conditions, which confirms the validity of the methodology for solving problems of operational management of corporate processes. The prospects for the research lie in the area of expanding the composition of stakeholder groups, developing methods for establishing operational connections between them and their assessment.

Corporate Suits Brought by Corporate Members

The protection of rights and legal interests can be carried out by the corporation in the person of its participants, as well as members of management bodies. In the legal literature, claims brought by members of a corporation in defense of its rights and legal interests are traditionally referred to as indirect (derivative). At the same time, indirect suits are initially not typical of the Russian legal order. They originated in Anglo-Saxon law, where there is a dichotomous division into direct suits of participants (direct suits), the possibility of which is an exception to the general rule and is associated with the inability to achieve the goals of legal protection by suing the corporation itself in the person of the participant (derivative suit). It does not seem entirely correct to call the suits brought by a corporation, if they are brought by a participant, indirect, since the corporation is an independent subject of law, and Russian corporate law at the present stage of development does not provide for the possibility of direct claims by the participants of the corporation, bypassing the corporation itself. Taking into account the above, there is no need to separate an indirect claim into a separate category, since this claim is aimed at protecting the rights and legal interests of the direct subject of a disputed substantive legal relationship.

Перспективы экспорта продукции растениеводства России в Китай и продовольственная безопасность КНР

The article makes a contribution to academic discussion about the actual global problem of providing world’s population with the food. The paper focuses on cooperation between Russia and China in the context of economic development of Russian border regions and food security in China which is both largest food producer and food consumer. The main research question is how the situation with the food security in China influences cooperation between Russia in China in agriculture production and trade (especially grain trade) and could Russia benefit from it. And otherwise, what makes it difficult to cope with China in this aspect: alarmist sentiments, bureaucratic troubles or lack of food in Russia itself. On the basis of the analysis of sources about Russian production, Chinese consumption and the flow of goods via Russo-Chinese border the author concludes that import of Russian products (especially soybeans) has important but not crucial role for China’s food security while the demand for Russian production would maintain in the future. It is becoming more profitable for Russian agriculture business to produce food for Chinese market in recent years so now large-scale Russian corporations displace small-scale Chinese farmers from the Russian Far East soil but involvement of Chinese trade companies maintains crucial. There are good prospects for development of agriculture in the eastern regions of Russian (not only Far East but Siberia as well) while increasing of export to China could be provided only after the construction of special port terminal in the Russian Far East. Author proposes several variants for location of such a port terminal and analyzes actual situation in this sphere.

МУЛЬТИМОДАЛЬНАЯ ЛОГИСТИКА В ЭПОХУ ЦИФРОВОЙ ТРАНСФОРМАЦИИ

The narrowing of the horizon of global production and procurement since 2022, the Russian corporate management has faced the problem of reformatting logistics to find new concepts for managing the prerequisites for competition in the digital programming market, which has entered a new stage of digital supply chain support. In the new conditions, the planning of services for the integration of intelligent supply chains has become particularly relevant.
 The article reveals the factors that caused the reformatting of supply chains in digital design. The principles and methods of achieving the greatest result in the transition to multu-modal logistics are proposed.

Provision of rating and analytical products to participants of the Russian corporate bond market as a factor in the development of the national financial market

Subject. The article addresses the prohibition, enshrined in Russian legislation, on preparation and publication of analytical products by appraisers as a factor that reduces the effectiveness and hinders the development of the Russian corporate bond market. Objectives. The aim is to update the problem of unequal conditions and opportunities for participation of credit rating agencies, appraisers, and investment advisors in providing rating and analytical products to the Russian corporate bond market actors. Methods. We employ methods of systematization, comparison, and systems analysis of interactions between subjects of the corporate bond market, which are perceived as unbalanced due to the ban on the preparation and publication of analytical products by appraisers. Results. The paper underpins the economic expediency of lifting the ban on the preparation and publication of analytical products by appraisers that is fixed in the Russian legislation. The suggestion may be of interest to the subjects of the securities market. Conclusions. It is advisable that the basic concepts for the development of the financial market, the securities market, the corporate bond market, would include services of developers of rating and analytical products, i.e. credit rating agencies, appraisers, and investment advisers, in the preparation for the reorganization of the market. Lifting the ban on the preparation and publication of analytical products by appraisers, enshrined in Russian legislation, will have a positive impact on solving the problem of information disclosure in the corporate bond market.

Managerial decisions in syndicated lending

The syndicated lending market is one of the main financing sources for the development of the Russian economy. This article is dedicated to the processes managerial decision-making within the framework of syndicated lending transactions by borrowers, lenders and investors. Thanks to the use of market tools, borrowers get the opportunity to form an optimal structure for solving various tasks of corporate finance. Taking into account the adoption of managerial decisions by borrowers, the analysis of the following options for such decisions is presented: the choice of a bank for the role of a credit manager and the appointment of a legal adviser to the borrower. Lenders of syndicated lending transactions, making decisions on participation in transactions in the primary syndicated lending market, use the opportunity to share the specialized risks of syndicated transactions within the syndicate. Decisions that are made by the lenders include determining the commercial terms of participation in a syndicated loan in the primary market and approving these terms in accordance with the bank’s business processes. Investors active in the secondary syndicated lending market form their portfolios by making decisions regarding the following financial parameters of their transactions: the amount of the acquired/assigned interest in the syndicated lending participation and the transaction price. The paper concludes The article concludes that it is important for syndicated lending market participants to make optimal decisions, taking into account the role of market instruments in financing development projects of Russian corporations.

Strategic Dilemmas of Western Corporations in Russia

This article presents the problems of designing the strategies of western companies that continue to own Russian assets, and identifies the main dilemmas of the strategic choice facing these companies: 1) to leave Russia or stay in Russia; 2) to leave as quickly as possible or profitable as possible; 4) if a decision is made to expand the business, then – ​do it with reduction of the share of innovation expenses in the gross profit (revenues) of the Russian division or with an increase of the share of innovation expenses in the gross profit (revenue). The article presents the difficulties of choosing between these options. The main difficulties related to the fact that criteria of decisions are in different domains (political and economic ones) and standard quantitative methods of analysis in many cases turn out to be unacceptable, since there is no single metric for comparing the consequences of decisions. In addition, the interests of decision-making actors are extremely heterogeneous, and the speed of the situation’s change exceeds the speed of decision-making procedures usual for international corporations. The article presents the main types of behavioral models of companies in high uncertainty, multidirectional pressure from various actors of the strategic process and the rapidly changing environment. The trends in the analysis of the behavior of companies under uncertainty that were developed in the literature are mainly associated with economic discourses. Situations of massive sanctions by western countries against Russia introduced political factors into the field of management studies. At the same time, the behavioral aspects of decision-making remain out of sight of most authors. We propose to use Kahneman's and Tversky's «prospect theory» approaches to analyze the situation, which helps to find an explanation for the observed phenomena and put forward hypotheses regarding the future behavior of western companies that are going to continue Russian assets.

The Reaction of Foreign Manufacturing Corporations Operating in Russia to the New Sanctions that Followed the Outbreak of the Russia–Ukraine Military Conflict

ABSTRACT This study examines the reaction of foreign manufacturing corporations in Russia to the strong sanctions imposed by Western countries on Russia in the first months after the outbreak of the Russia–Ukraine military conflict in March 2022. While the majority of Western companies announced different types of changes in their operations in Russia, a significant share of industrial corporations did not publicly announce planned changes in their operations. Notably, less than 17 percent of corporations that opened new factories in Russia between 2012 and 2019 announced self-restrictions of operations or an intention to divest their Russian assets.

Имущественные и неимущественные риски в системе российского корпоративного управления

Introduction. Corporations today are the basis of any state’s economy, and within the framework of corporate governance, key strategic decisions are made that determine the fate of corporations. Accordingly, the problem of corporate governance risk management is one of the key economic problems, as it affects the interests of not only the participants of corporate relations, but also a huge number of economic agents. Theoretical analysis. The article presents the views of Russian scientists on the characteristics and classification of corporate governance risks, defines the property and non-property risks of corporate governance, considers the causes of their occurrence, as well as the mechanisms of influence on the corporation, its participants, creditors, public law entities. Also, a distinction is made between the objectively existing normal business risk and the predominantly subjective risks of corporate governance. Empirical analysis. Based on statistical data on bringing controlling persons to subsidiary liability, it is shown that the number of bankruptcies of Russian companies due to the manifestation of corporate governance risks is steadily growing. Results. The author’s typology of corporate governance risks, characterized by their relationship and interdependence is developed. Property and non-property risks of corporate governance are identified, the impact of which on the activities of Russian corporations is currently the most significant. Among them are those to which it is possible to adapt in the modern conditions of doing business. It is concluded that in the process of managing corporate risks based on the use of corporate law institutions existing in Russia and their combinations, it is impossible to nullify completely the occurrence and manifestation of the risks in question. Nevertheless, to ensure the necessary mutual control of the corporate relations subjects, limiting their ability to act in bad faith and unreasonably to the detriment of the company, is quite an achievable task.

Разработка методического подхода к восстановлению платежеспособности непубличных корпораций на основе использования инструментов корпоративного управления

The present article substantiates the need to develop a methodical approach to corporate recovery for Russian non-public corporations, given the presence of significant features characteristic of their management systems and mechanisms of key decisions at the levels of volition and volitional realization. The main goals and objec-tives of this methodological approach are defined, economic and legal conditions of its application are consid-ered, a set of corporate governance tools and based on them organizational and economic measures aimed at corporate recovery of non-public corporations in Russia in the context of statutory procedures used in cases of insolvency (bankruptcy) are proposed. As a research task, the authors identified an attempt to assess the corpo-rate governance tools as the most effective for corporate recovery in supervision procedures, financial restruc-turing and external management, since in a situation of acute crisis of insolvency and insufficiency of property, an enterprise, as a rule, cannot avoid bankruptcy without resorting to the help of its own participants and (or) external insolvency turnarounds.

Интегрированная отчетность как инновационная модель корпоративной отчетности

The study aims to investigate the role of modern approaches to the formation of integrated reporting and to specify the mechanisms of its compilation. The essence of this type of innovative form of self-control is de-scribed, as well as its main elements. The main qualitative characteristics of integrated corporate reporting are specified. Generalized classification of approaches to its preparation is elaborated. For example, general (uni-versal) integrated reporting is singled out as the most significant; reporting in the circular economy paradigm; reporting in the paradigm of sustainable development; reporting on social responsibility; reporting on global openness. Analysis of the activity of Russian corporations regarding usage of integrated reporting in their activi-ties is carried out. Particular features of its preparation in the conditions of digital economy are revealed. It dis-tinguishes and describes the model of interrelation between the blocks of corporation's integrated reporting. The algorithm of its compilation is presented. Recommendations for determining key indicators are formed. The procedure for establishing the sphere of corporate responsibility is defined. Major results of the study are of great interest to those involved in the formation of integrated corporate reporting, as well as for specialists in the theoretical analysis of this subject area.