Authors

Greenmail through the prism of unfair competition theory and practice

The author of the article makes an attempt to study the newest corporative blackmail as a form of the national shadow entrepreneurial practice from the point of view of the unfair competition theory. The classification of basic corporative blackmail methods is given. Socio-economic risks of institutional underestimation of greenmail are shown.

The research regarding «shadow» corporate control through analysis of unfair competition in Russian capital markets

The competing activity of the corporation insider: forms of phenomenon and ways of counteraction

On the prospects for the development of theory and practice of corporate governance in the Russian Federation

Reviewing the trends in the development of corporate governance and shareholder law in Russia over the past six years, including the vectors of their evolution, identified on the basis of an analysis of rule-making activities, judicial practice, and regulatory activities of companies, the author puts forward a series of interrelated proposals aimed at improving it. These include: revising the set of criteria for corporate publicity, expanding the “lineup” of types and categories of shares, reforming the doctrine of threshold participation in equity capital, dramatically improving the regulatory framework for holding companies, and improving the training of specialists in the field of corporate governance. Read more...

Management of Russian companies after the abolition of coronavirus quarantine

The article makes an attempt to substantiate the expected changes in the management of Russian companies after overcoming the main consequences of the use of forced restrictions on social life by the authorities, caused by the COVID-19 pandemic. Analyzing the work of Russian companies during the period of radical quarantine, the period of March — June 2020, the author, in particular, allows updating the needs of developers of in-house regulatory documents of companies regulating management practice, in terms of describing in them algorithms for “temporary emergency self- isolation” under force majeure circumstances of the institution of delegation of powers of the sole executive body, widespread remote forms of activity of collegial management bodies, strengthening of the trend of “immersion” of control participants of companies in the management system and transformation of business models Read more...

The phenomenon of corrupt pricing. On some aspects of institutional regulation (experience of the Russian Federation)

Based on the study of Russian economic and corporate governance practice, as well as the judicial practice corresponding to it in the zone of the selected problematic, the article undertakes a fragmentary analysis of the phenomenon called by the author “corruption pricing” - the formation by the competent management bodies of companies and their interconnected groups of prices for relevant goods, works and services that, according to the initial perception and formal criteria, satisfy the parties of the transaction, however, upon a more thorough analysis, they turn out to be inconsistent with the interests of significant agents of the corporation system, including title co-owners and beneficiaries of business entities, realizing exclusively the interests of a narrow group of persons, capable of unfairly influencing on the legal process of price formation. Turning to specific cases, the author puts forward a hypothesis regarding the inevitability of institutional restrictions of the freedom of pricing in a market (non-state) pricing zone, predetermined by the circumstances of the objective discrepancy between the motives of investment and professional participation in entrepreneurial activity in general and management practice, in particular, of its various subjects - business owners and service providers. their top managers, majority and minority investors, personnel and administration, customers and service providers in the order of outsourcing and the associated need for a creative interpretation of the principles of integrity and reasonableness and their summarizing principle - economic justice. Read more...

New schemes of investment alliances

The article highlights the new configurations of investment alliances regulated by the terms of corporate agreements that are in demand in large and moderately large businesses. The author draws the reader’s attention to the reference targets implemented in the operation of the corresponding models of such agreements of investors in the shares of joint-stock companies and shares in the authorized capital of limited liability companies, as well as on the management and legal tools for achieving these goals. Among others, the authors analyze structures that effectively support the joint business practice of majority and minority shareholders, significant minority shareholders who consolidate corporate control with their help, activate the possibilities of corporate agreements concluded under Russian law for the implementation of mergers and acquisitions projects, as well as anti-raider protection target company. The author refers to the new trends in structuring and formatting agreements of participants in domestic business entities: the desire of participants in corporate alliances to consolidate in shareholder agreements specific technologies for implementing cooperation between signatories, corresponding to their actual organizational, financial and (or) management mission in the structure of an investment alliance at a certain stage of the company's development; application of the structure of a corporate agreement as a compromise scheme for getting out of a conflict situation; active participation of interested third parties in determining a special procedure for exercising the rights of participants; integration of the institution of corporate agreement into the sphere of distribution relations; combining the institution of a corporate agreement with other types of transactions, as well as with the construction of freedom of contractual relations. Read more...

Modeling Investment Alliances: Trends, Institutions, Roles

The article, based on the results of a study of current Russian economic, corporate management and judicial law enforcement practice, highlights various configurations of investment alliances regulated by the terms of corporate agreements that are in demand in large and moderately large businesses. The author draws the reader’s attention to the reference targets implemented in the operation of the corresponding models of such agreements of investors in the shares of joint-stock companies and shares in the authorized capital of limited liability companies, as well as on the management and legal tools for achieving these goals. The problem of modeling investment alliances in relation to the solution of long-, medium- and short-term goals and objectives of subjects of entrepreneurial practice requires the use of interdisciplinary analysis – research at the intersection of economics, management, management and law. The purpose of the article is to formulate the problem of modeling investment alliances, describe traditional models of investment alliances and reveal the institutions of modeling investment alliances that contribute to solving this problem. Among others, the authors analyze structures that effectively support the joint business practice of majority and minority shareholders, significant minority shareholders who consolidate corporate control with their help, activate the possibilities of corporate agreements concluded under Russian law for the implementation of mergers and acquisitions projects, as well as anti-raider protection of the target company. The author characterizes the traditional models of investment alliances: “Oath of Allegiance”, “Parity Formula”, “Presale Preparation”, “Speculative Agreement”, “Alliance of Minority Shareholders”, “Anti-Raider Coalition”. The author reveals the institutions of modeling an investment alliance: special rights of a participant, disproportionate powers, special rules of non-public companies, disproportionate contributions, and a corporate agreement. The author also emphasizes the diversity of the roles of participants in investment alliances, taken into account when solving the problem of modeling investment alliances. Read more...

Features of Corporate Conflicts in Russian Entrepreneurship

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. Read more...

Destructive Functions of Corporate Conflict

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. Read more...

Corporate Conflict as a Factor in the Positive Development of Socio-economic Relations

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. Read more...

The Phenomenon of Corporate Conflict: Concept, Subjects, Interests

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. Read more...

On the Evolution of the Domestic Practice of Relations between the Main and Subsidiary Companies

From the point of view of improving the efficiency of competition law and corporate business management, it is of interest to regulate relations and transactions between the parent and subsidiary organizations. The key to understanding the regulation of relations between the main and subsidiary enterprises is to consider them as a single economic entity and property complex. Therefore, often transactions between the main and subsidiary enterprises are considered as unilateral, gratuitous. In the legal language of Russian justice, the peculiarity of such transactions is called “lack of direct counter representation”. The Decree of the Presidium of the Supreme Arbitration Court of the Russian Federation No. 8989 approved the principle: “The absence of a direct counter-provision is a feature of the relationship between the main and subsidiary companies, which, from an economic point of view, are a single economic entity”. We will look at various cases of jurisprudence (the body of court decisions) that apply this principle, and see how this principle has evolved and developed. Judicial acts referring to Decree No. 8989 have impressively expanded the situational field of its application. Variants of such schemes: gratuitous transfer of fixed assets of the main company to a subsidiary and vice versa, as well as in relations between subsidiary structures; preferential pricing in contractual relations between the main and subsidiary companies, as well as in relations between subsidiary structures (finished products, raw materials, components, energy carriers, works, services, etc.); gratuitous transfer by holding companies of the results of intellectual activity; implementation of the contribution of the main company to the property of the “daughter” in compliance with the procedure established by law; the obligation of the subsidiary company to strictly comply with the specifics of the use of the relevant property established by law for the parent company; forgiveness of the debt of one of the companies associated with corporate control of another; mobilization of dividends of a subsidiary company to pay debts of the main company in the course of its bankruptcy; guarantee transactions of one holding company to secure obligations of another; transactions of preferential borrowing in relations between holding companies; gratuitous transfer of funds from one holding company to another, explicitly or implemented within the framework of a “business contract” Read more...

The Institute of "Comradely Principles" and Subsidiary Configurations of Management of the Primary Production Link in the Russian Economy

This work is devoted to the concept of partnership in the interpretation of A. A. Bogdanov. We are talking about comradely principles in the socio-economic system, that is, about comradely relations, a comradely organization, a comradely collective, a comradely society. The author makes an attempt to highlight the distinctive features and signs of “partnership”, so that in the future, with the help of these signs, it would be possible to select and consider specific forms of organizational relations on a comradely basis, as well as to conduct a comparative analysis of these forms of comradely organization of the economy Using examples of specific business units. The object of the study was the organization and structure of primary production processes, independent management. We are talking only about partnerships engaged in simple forms of production labor, the primary production process, about those subsidiary configurations for which the sign of the notorious “friendliness” is supposedly a key social criterion. The following forms of comradely economic relations are consistently considered in the work: Old Believer farms, monastic (temple) farms, Cossack communities, peasant farms, volunteer movement, as well as formal and informal associations of citizens engaged in creative practice in the field of folk art crafts and local associations “on interests”, and family business associations that legally exploit the statute of the subject of relations of taxation of professional activity (self-employment). The authors draw conclusions about the reason for the stability of the functioning of economic partnerships, which lies in the fact that economic practice is influenced by social institutions: the original way of life, religious beliefs, professional hobbies, high citizenship, blood ties, labor collectives that ensure friendly relations. “Friendly principles” are more typical of forms of organization, which are subsidiary configurations of management of the primary link of production, in contrast to the joint-stock form of organization of social production – a combination of labor law and entrepreneurial relations with the motivation of survival and enrichment. Read more...

Tasks of Corporate Conflictology

The work examines important aspects of the organizational constitution of the priority of corporate conflict management at Synergy University. The author emphasizes that the creation of the Center for Corporate Conflictology at the University is a landmark event, marking the transition to a new stage in the development of this branch of science. The article analyzes in detail the goals and objectives of corporate conflictology, including analytical design and scientific and applied demonstration of realistic representations of agents of investment practice and business processes. The work proposes a thematic plan for a course in corporate conflictology for business owners, developed by the author, designed for 80 academic hours. The author also discusses methods of teaching and implementing a corporate conflictology course into the educational process, including the use of case-study and interdisciplinary research. The author postulates that corporate conflictology and corporate governance in general are based on a wide cycle of knowledge covering various industries. Thus, the article emphasizes the importance of an interdisciplinary approach and knowledge exchange in the field of corporate conflict management. At the same time, the work describes two types of ensuring the interdisciplinarity of the field of knowledge: 1) a mechanistic, textbook approach with episodic and systematic “mutual information” of related subjects; 2) a truly integration approach with theoretical and methodological work on the unification of interpretations and “mutual integration” of knowledge. It is emphasized that for the current stage of development of corporate conflictology, the path of mutual integration of knowledge rather than mutual information is more effective. This justifies the importance of unified interpretations and processes of mutual integration of knowledge for the development of corporate conflictology. An interdisciplinary approach helps students develop the comprehensive knowledge and skills necessary to work in the field of conflict management in a corporate environment. The author calls for testing this methodology in educational institutions in order to enrich the educational process and prepare students for real challenges in the field of corporate conflict management. The author highlights the challenges and problems faced by supporters of the development of corporate conflictology, and also analyzes criticism of this branch of science. In conclusion, the importance of developing corporate conflictology and its potential contribution to the understanding and management of corporate conflicts is emphasized. Read more...

Institute of “Nominal Manager of the Company”: Essence, Forms, Motives and Risks of Application

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. Read more...