In the presented clause analyzes fiduciary principles which allow to soften the conflict of interests between organs of government and shareholders of the company. The author considers the institute of fiducia as one of methods of the decision of an agency problem or a problem «principal-agent». Imposing of fiduciary duties on a management (management, board of directors) allows to estimate the contribution of body of government to result of activity of the company to identify wrongful acts of management (reception of personal rents, fulfillment of obviously unprofitable transactions).
Author page: Sergey Lutsenko
Availability of a strong financial cluster is one of the key conditions for further economic growth of the Russian Federation. The purpose of its creation is to form conditions for protecting investors and providing efficiency, transparency and development of the national stock market and enhancing its international attractiveness. In this article, the author, having analyzed the world experience in establishing a financial center and working out its development concept, recommends to create an Agency for Financial Cluster (Center) Regulation or an Investment Agency. In turn, it is recommended for the agency to establish an international council as a consultative and advisory body. In such a situation, priority of the state policy should become the improvement of system-forming factors that have a long-term impact on forming the practice of financial institutions activity: the quality of state regulation; the quality of corporate legislation; availability of reliable and high-quality information, as well as free access to it; the level of development of the financial sector infrastructure, the level of trust and awareness of the public about financial sector services (financial literacy realization); training of professional personnel for financial market; improvement of accounting and taxation of financial market participants and financial instruments.
The present article discusses the features of the corporate fraud and shocks influence on the capital structure of the company. Actions of Russian companies related to distortion of the accounting reports, implementation of deals with some interest (exceeding authority by the board of directors), sham transactions aimed at withdrawal of assets from the company (damage to the company and its shareholders), as well as obtaining unjustified tax benefit, contribute to financial restrictions and increase the lack of companies’ transparency. On the other hand, the impact of adverse market shocks makes Russian companies to focus on saving large amounts of money inside the company. In addition, the paper examines the effect of adverse shocks on changes in the debt policy of the company. Attention is drawn to the link between corporate fraud and financial policies of the company in view of adverse shocks impact on the sources of funding. Fraud causes the situation when Russian companies tend to save more money because of additional restrictions related to involving debt finance. Analysis results suggest that companies choose the internal source of financing as less expensive, following the hierarchical theory of optimal funding. The accumulated monetary reserves allow them to overcome at lower costs the effects of adverse shocks that determine financial instability. Corporate fraud and adverse shocks affect the company’s financial policy, forcing it to rely more on internal financing and to constantly increase its cash reserves, solving the problem associated with financial constraints.
The author exercises a legal analysis of a judicial authority decision in respect of the journal “Issues of Economics”. In particular, the analysis is based on the “rule of law” criterion and the limits of judicial discretion. The author concludes that the law enforcer, showing legal nihilism, has issued illegal judicial act. The court decision actually violates the principle of equality and coordination of the parties’ wills. In addition, the law enforcers has committed arbitrary interference in the economic activities of participants. The author hopes that the paper will help a federal legislator in respect of constituting the true status of the Russian Academy of Sciences as a legal entity of public law with the functions of public administration since the status of the RAS constitutes an element of scientific and technological sovereignty of the state and is a component of national security.
The author considers features of functioning of organs of government (board of directors and management) in joint-stock company. It is possible to present company director not only in the form of organs which is born by fiduciary duties of due care before the company and its shareholders of the company, but also as agents who render services to shareholders. The author suggests to consider organs of government in two directions (as corporate organ which are allocated by powers and are a company integral part and as agents who render services to shareholders) as such review allows shareholders to expect the true purposes of a director and not to admit destruction of shareholder value.
The article analyzes the structure of corporate governance, which bears the name of “team production”. The theory of team production assumes not only (not so much) increase of the owners welfare, but supposes assessment of each participant’s contribution into corporate governance, into the final result of the company’s activity through mutual cooperation. The author considers the theory of team production aimed at ensuring socio-economic well-being of society, not just to receive corporate benefit. With the help of the presented model it is possible to improve qualitatively the structure of corporate governance.