Arguments for Benefit of the Owner’s Priority in Company Management


The author proves priority in company management from the owner (the participant, the shareholder). The participant has managerial powers, including concerning the choice of economic strategy of business, owing to the economic and legal nature. The right of the owner makes changes to the charter confirms its priority in company management. In competence of the owner there is development of long-term incentive system of governing body (management and board of Directors). The owner can use model of «the expected damage» (interpretation of the agreement), for decrease in the risk connected with actions of management in private interests (self-dealing) in the conditions of the incomplete contract.

Role of Corporate Governance in Permission of the Agency Conflict

DOI: 10.33917/es-6.172.2020.116-121

The author considers the mechanism of permission of the agency conflict (redistribution of cash flows) between the shareholder and management with use of model of business. In article are considered the economic interests of the company as legal abstraction behind which there are interests of shareholders. Corporate governance in modern realities has to be directed not only to rapprochement of financial interests of shareholders and the management of the company but also to creation of the social benefit.

Theoretical Foundations of the State Financial Control and Audit

DOI: 10.33917/es-1.167.2020.53-63

This article presents the theoretical foundations of state financial control and audit. The concept and essence of state financial control and audit are defined, the types and forms of financial control are revealed, and the legal regulation of strategic audit is considered

Special Investment Contract Instrument Reforming

DOI: 10.33917/es-1.167.2020.64-71

In July 2019 the Federal Law of December 31, 2014 N 488-FZ “On industrial policy in the Russian Federation” that determines legal and regulatory basis of the usage of special investment contract instrument (SPIC) was extensively revised. At this moment a package of new secondary legislation is being developed, regulatory framework in the sphere of SPIC is due to be reviewed locally. The article analyses key changes and distinctions between ‘SPIC 2.0’ and the previously used variant of the instrument. In the article there are given the results of SPIC’s application in the previous version during 4-year period. Taking into account that the reviewed changes of the instrument not only clarifies its content and masters its application but also changes subject focus of SPIC one can be talking about complex reforming of the instrument at present time

Transparency of Granting of the Information — a Stumbling-Block Between Board of Directors and Shareholders of the Company

DOI: 10.33917/es-1.167.2020.72-81

The presented clause considers features of granting of the information board of directors of the company its shareholders. The present article purpose is the finding of certain balance of interests between participants of the company (avoiding of the agency conflict), by means of development of the certain mechanism which would allow to warn drawings of a damage of the company. In particular, the regulations of activity developed by the board of directors, with a view of provision of an openness of the information. The information openness of proceedings of board of directors will promote to management transparency of the company, and also increase of its investment attraction. Besides, the openness will allow to understand the true purposes of strategic decisions of company management. Absence transparency in the information on a society, on the contrary, can prevent its successful development. Feature of the presented work is the finding of balance of interests between board of directors (management) of the company and its shareholders. The compromise will be find between granting of the information from company management (validity of granting of the information) about activity of the company and a non-admission from shareholders of abusing the right — availability of unreasonable interest in reception of the corresponding information, intended creation of objective difficulties which can negatively affect company economic activities as a whole and on interests of its shareholders. Recommendations will be made with the help which probably to improve quality of corporate governance by means of the information policy of the company. Achievement of the compromise can be reached concerning information granting (including, about proceedings of board of directors) between management of the company and hareholders by means of constructive dialogue which will allow to soften an agency problem. Besides, in the presented work it is considered necessary implementation in the national legislation of institute of authorised persons which purpose is the control of behaviour of other interested participants at fulfilment of certain transactions (including, the transactions connected with a conclusion of assets from the company) which can be directed on causing of damage of the company and also break economic interests of other shareholders

Our Whole Life is Criminology

Famous criminologist Vladimir Semenovich Ovchinsky, who formerly headed the Russian bureau of Interpol and is now an adviser to the Minister of Internal Affairs of the Russian Federation, in an interview with special correspondent of the ES journal Alina Yakim shared with his readers his vision of the development of criminology in Russia, elaborating on artificial intelligence and digital crime inflicting
the biggest harm to society

Application of Business Judgment Rule in the Russian Realities

DOI: 10.33917/es-4.162.2019.126-131

The clause considers The Business Judgment Rule with which help the management can legitimize the decisions, supposing thus honest mistake. The given rule gives wide discretion at accepting the decisions by organs of government (management, board of directors). Using the given mechanism, the company management can protect itself in court from charges from shareholders. The modern Business Judgment Rule makes certain demands concerning managerial decisions and their consequences. The author considers application of the Business Judgment Rule taking into account additional criteria in the Russian realities

Redemption of the Right to Use a Patent as a Legal Measure to Reduce the Cost of Innovative Drugs

DOI: 10.33917/es-4.162.2019.120-125

Many innovative drugs used in key therapeutic areas and in such diseases like cancer, hepatitis C, diabetes and many others are an integral part of state insurance programs and reimbursement schemes. Meanwhile, often due to the high cost of medicines and budget constraints, the need of all patients requiring treatment cannot be satisfied. This problem is extremely relevant both in industrialized countries, such as the USA, Great Britain, France, Germany and in such relatively young pharmaceutical markets like Russia. In many countries, there is a law on redemption of patent rights from manufacturers, which allows the state subsequently to provide patients with the necessary therapy almost at the drug’s cost price. However, this practice is not widespread and is really used in isolated instances, even in the leading world countries. The purpose of the present article is to substantiate the need for broad application of the scheme of the patent use redemption by the state using the example of drugs for treating hepatitis C in the USA, where this law has been functioning for many years. During the study, we analyzed the works of leading foreign authors in the field of pharmaceuticals and patent protection, as well as legislative and regulatory documents, statistical materials of international databases on the industry over the past years

Legal View on the Signs and Terms of the Capitalist Logic Triumph in Building a Society

The question, that the author posts, is what lawyers (namely legal theorists), should do with “capitalism”. Moreover, he wonders whether they competent to post that question at all. Some of economic solutions sound as definitely legal: unity of the economic system (the idea of being united within some society); natural figures as the indicators of growth instead of values and prices; legal obstacles over the process broad money creation by commercial banks. In this regard, they could try to discover some “legal” principles underlying economic system. Therefore, this essay is an attempt to “deconstruct” or to propose that some economic notions are the emanations of the mere legal thinking, not the emanations of capitalism

The Institute of Fiducia as the Healing Tool in Corporate Governance

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The Institute of Fiducia as the Healing Tool in Corporate Governance

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).