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S.A. Sinitsyn Old and New Problems of Modern Corporate Law in Russia
Modern corporate law in Russia is characterised by rapid development and high sensitivity to the needs of business, individual environment for the growth of corporate legal relations in comparison with foreign legal systems. However, a number of key issues remain unresolved. These are: classification of legal entities; method and sources of corporate law; correlation of corporate law and law of obligations; assessment of the efficiency of using foreign experience in modernising corporate law institutions; measuring the effectiveness of corporate legislation; development of special approaches to regulating corporate relations in holdings and non-profit organisations; further search for and introduction of an adaptive corporate form of cooperatives. Corporate legal relations are an independent subject of legal regulation, so application of surrogates of obligatory, proprietary law to them means misunderstanding of their individual content and legal nature. This article presents and analyses certain problems of corporate law, which need constructive discussion and optimal solution.
Keywords: corporate law reforms in Russia, topical problems of corporate law, foreign experience in corporate law, economics and corporate law
DOI: 10.46279/ASMO.2025.15.90.001
Analytics: Legal Entities as Participants in Civil Turnover
T.V. Soifer Participation of Non-Profit Organizations in Civil Turnover: Problems of Legal Support
The article examines the general state of the system of legislation on non-profit organizations, identifies some problems and shortcomings in the legal support for the participation of non-profit organizations in civil turnover, and suggests possible solutions. Attention is paid to the issues of implementing income-generating activities by non-profit organizations, and the need for a differentiated approach in its qualification and definition of its legal regime is substantiated. The problematic aspects of economic activities carried out by communities of indigenous peoples and cossack societies are also analyzed; the conclusion is formulated about the need for legislative consolidation of special forms and models of such activities.
Keywords: non-profit organizations, legal entities, income-generating activity, entrepreneurial activity, economic activity, communities of indigenous peoples, cossack societies
DOI: 10.46279/ASMO.2025.72.16.001
D.V. Lomakin Convertible Loan Agreement: Legal Nature and Qualification
The article considers convertible loan agreement, which is a relatively new for our legal order civil-law contract. The term ‘convertible’ in its name is conditional and does not reflect the nature of the obligations generated by the contract. The subject of the agreement is broader than the subject of a classical loan agreement due to the actions of a non-public business company (the borrower) aimed at transferring its own shares (stakes) to the lender. The fulfilment of this obligation by the borrower is conditioned by the lender's submission of a corresponding claim. The convertible loan agreement does not give rise to an alternative obligation and cannot be characterised as a transaction with the so-called flickering causa. Its essential feature is an important pre-contractual stage, in which the borrower performs the preliminary corporate actions necessary for the conclusion of the contract. A significant role in the process of contract execution is assigned to third parties — the holder of the register of shareholders of a non-public joint stock company (registrar) and a notary.
Keywords: corporate legislation, non-public joint stock company, limited liability company, convertible loan agreement, negotiable document, security, alternative obligation, notary, registrar
DOI: 10.46279/ASMO.2025.65.76.002
E.A. Abrosimova Legal Entities: Nationality and Lex personalis (Complicated Issues)
Relevance of the present article is determined by the fact that, despite changes in cross-border commercial transactions, their intensity continues to grow, and Russian courts increasingly face the need to resolve disputes involving foreign legal entities. These disputes vary in nature — private law, public law, investment and mixed — necessitating the study and distinction of legal instruments used to determine a legal entity’s affiliation with a particular state. The author concludes that the terms “residency”, “nationality” and “personal law” do not fully coincide, even partially. Furthermore, the article highlights the appropriateness of using the latter two terms in the context of private international law and emphasizes the necessity of differentiating the criteria for determining personal law and nationality, with the latter requiring a more complex criterion. Additionally, the article addresses the role of party autonomy in establishing a legal entity’s state affiliation and examines certain complex issues related to the scope of personal law.
Keywords: legal entities in PIL, nationality, personal law, residency, nationality planning, evasion in law, personal statute, party autonomy
DOI: 10.46279/ASMO.2025.80.88.003
V.V. Gruzdev The Manifestation of the Volitional Nature of a Legal Entity in Civil Turnover
The article examines the issues of a legal entity's participation in civil turnover, taking into account the specifics of the formation of the will of this subject and its expression externally within the framework of organizational and status (internal) relations. The concept of endowing a body of a legal entity with the quality of legal personality has been criticized. The difference between the defect of the will of a legal entity when making transactions by its bodies and representatives is shown. Conclusions of a law-making and law-enforcement nature are drawn.
Keywords: the essence of a legal entity; organizational and status relations; managerial powers in a legal entity; civil turnover; transactions; vice of will
DOI: 10.46279/ASMO.2025.75.51.004
O.A. Makarova The Place of a Limited Liability Company in the System of Commercial Corporations
Limited liability companies are the most widespread and sought-after business operation’s legal form of organization. A feature of limited liability companies is the personal and confidential nature of the relations between the participants, the dispositive regulation of internal relations, the establishment of certain restrictions and prohibitions on the transferability of shares. Such features allow us to draw a conclusion about the personal nature of a limited liability company. At the same time, from the point of view of the management structure, limited liability companies are closer to capital corporations — joint-stock companies.
Keywords: limited liability companies, transferability of shares, pre-emptive participant's right, cessation of LLC membership, LLC bodies
DOI: 10.46279/ASMO.2025.97.22.005
V.A. Kondratyev Challenging Actions Related to the Creation, Reorganisation and Liquidation of a Business Entity under Bankruptcy Law
The author states that only those actions of the debtor related to the creation, reorganisation and liquidation of business entities, which result in a reduction of the debtor's estate, may be subject to challenge in bankruptcy cases. On the basis of the analysis of legislation, literature and law enforcement practice the conclusion is made that it is necessary to consider the market value of assets received by the debtor during the creation, reorganisation or liquidation of a legal entity, rather than their nominal value, which does not take into account the influence of various external factors.
Keywords: contestation of transactions, bankruptcy, suspicious transactions, preferential transactions, payment for a share in the authorised capital, market value of a share, shares, liquidation, reorganisation
DOI: 10.46279/ASMO.2025.27.40.006
A.A. Ivanov Project Company as a Participant in Civil Turnover in the Construction Sector
In this article, the author draws attention to the participation in construction of such specific legal entities as project companies, which can be created both in the form of specialized companies with significant features that distinguish them from other joint-stock companies and limited liability companies, and in classical organizational and legal forms. The purpose of the project company's participation in civil turnover is to isolate the risks of a specific investment project, to differentiate investments in this project and other projects carried out by a group of companies, which may include the project company.
Keywords: project company, specialized company, risk isolation, construction industry, infrastructure bonds, project financing, development
DOI: 10.46279/ASMO.2025.16.53.007
Analytics: Open Tribune
L.G. Efimova Russian Civil Doctrine on Digital Financial Assets: In Search of Optimal Solutions
The author analyses digital financial assets with reference to the classical theory of civil law on securities, which has always distinguished two different types of civil rights — ‘right to paper’ and ‘right from paper’. Digital financial assets are a kind of tokens, which fix rights from corporate and mandatory securities in a distributed register, and therefore acquire their own significance for circulation. Independent rights may arise on the token (modified ‘right to paper’). The author concludes that digital financial assets should be considered an independent object of civil law — virtual securities, just as classical securities were once recognised as an independent object of civil law, despite their complex composition (‘right to paper’ and ‘right from paper’). It is necessary to ensure that rights in relation to DFAs have a unified legal fate.
Keywords: digital financial assets, digitalisation of turnover, objects of civil rights, digital rights, virtual securities, securities
DOI: 10.46279/ASMO.2025.59.91.008
Yu.V. Tikhomirova Alternative Jurisdiction at the Place of Fulfilment of the Contract as a Guarantee of Realisation of the Principle of Dispositive Jurisdiction in Commercial Process in Times of Justice Transformation
The article provides a brief overview and analyzes theoretical and practical issues related to the application of alternative jurisdiction rules by arbitrazh (commercial) courts at the place of contract execution in the context of justice transformation. The transformation of justice in Russia has brought about significant changes in the application of alternative jurisdiction rules by arbitrazh courts, particularly concerning the place of contract execution. This paper explores the theoretical and practical aspects of these changes, revealing the types of jurisdiction in Russian civil procedure and examining the theoretical views on the place of performance of the contract and the place of performance of the obligation as grounds for applying part 4 of article 36 of the Arbitrazh procedural code of the Russian Federation.
Keywords: arbitrazh (commercial) process, principle of dispositivity, alternative jurisdiction, location of contract performance, location of obligation fulfillment, filing a claim at the location of contract performance, transformation of justice
DOI: 10.46279/ASMO.2025.48.32.009
E.G. Potapenko On the Applicability of Ordinary Procedural Institutions in the Consideration of Insolvency (Bankruptcy) Cases
The article discusses the applicability of ordinary procedural institutions in the consideration of bankruptcy cases, taking into account the specifics of the latter. As a result of the analysis of the current problems of bankruptcy cases, the author comes to the conclusion that it is necessary to apply the ordinary procedural institutions of the persons involved in the case, the validity of the judicial act, the appeal proceedings, and the review of newly discovered circumstances. At the same time, the specifics of bankruptcy proceedings should not go beyond the limits of the civil procedural form. As a general recommendation for finding the optimal procedural model for dealing with insolvency cases, it is proposed to use ordinary procedural institutions with the possibility of adapting them to the specifics of bankruptcy cases.
Keywords: civil procedure, insolvency (bankruptcy) proceedings, establishment of creditors' claims, persons controlling the debtor, participants in the insolvency (bankruptcy) case
DOI: 10.46279/ASMO.2025.80.83.010
A.A. Solovyov Ethical Aspects of the Use of Information and Communication Technologies by Judges: The Experience of the French Republic
The active development of information and communication technologies in the modern world has had a significant impact on the development of society. Accordingly, the normative regulation of the issues of judicial ethics in the relevant area is subject to adjustment. The author considers the foreign experience of regulating the above ethical aspects on the example of the French Republic. The relevant provisions are systematised in the Collection of Ethical Obligations of Magistrates. The author analyses the implementation of ethical principles of dignity, correctness and restraint, impartiality. In addition, the chapter ‘Magistrate, information and communication technologies’, contained in the section ‘Appendices’ of the Compendium, is investigated in detail.
Keywords: judicial ethics, foreign experience, French Republic, ethical obligations, magistrates, information and communication technologies
DOI: 10.46279/ASMO.2025.47.50.011
