Korchagin, A.G., Chertorinskiy, E.A. Interest of the legal entity as one of the means of protection of rights of shareholders

Abstract: The article concerns the issues of responsibility of one-person and collegiate managing bodies of a legal entity through the prism of the Decree of the Plenum of the Supreme Arbitration Court of the Russian Federation of July 30, 2013 N. 62 “On some issues regarding compensation of damage by the persons holding positions in the bodies of a legal entity”, as well as the role of the legal category of interest of a legal entity, being key in the corporate disputes. The authors provide characteristics of piercing the corporate veil, its elements and grounds for bringing the managing persons to responsibility, as well as the balance of interests of majority and minority shareholders and means of protection of the assets of a legal entity in cases of conflict of interests. The article includes analysis of the practice of the civil law responsibility of the members of the managing bodies of a legal entity taking into consideration the Decree of the Plenum of the Supreme Arbitration Court of the Russian Federation of July 30, 2013 N. 62 “On some issues regarding compensation of damage by the persons holding positions in the bodies of a legal entity”, establishing the legal targets when defining the balance of interests of shareholders and managing bodies of a legal entity. In the opinion of the authors the legal basis for the application of doctrine for piercing the corporate veil in Russia should be the norm of the Civil Code of the Russian Federation on abuse of a right. Abroad good faith is understood as an obligation of the parties to cooperate in order to achieve some common result of the economic deal. Such a non-legal declaration should still be reflected in the specific obligations, as provided by law (for example, to avoid influence upon the will of the parties, etc.). At the same time, the courts need clear directions regarding what needs to be proven in such cases.

Keywords: