Implied (Implicit) Limitations on Corporate Governance


The author examines the compliance of the legal nature of the company with the principle of social justice. The shareholder has priority in corporate governance by virtue of the economic and legal status. The interests of a participant (shareholder) are derived from the interests of a commercial organization. The goals of the company must take into account the interests of other stakeholders in modern conditions. The author proposes a tool of “implied limitations” which allows to include an element of social justice in managerial discretion.


1. O rekomendatsiyakh Bazel’skogo komiteta po bankovskomu nadzoru Printsipy sovershenstvovaniya korporativnogo upravleniya” [On the Recommendations of the Basel Committee on Banking Supervision “Principles for Improving Corporate Management”]. Kodeks, available at:

2. Postanovlenie Konstitutsionnogo suda RF ot 23 aprelya 2012 g. N 10-P “Po delu o proverke konstitutsionnosti abzatsa desyatogo stat’i 2 Zakona Rossiiskoi Federatsii ‘O zanyatosti naseleniya v Rossiiskoi Federatsii’ v svyazi s zhaloboi grazhdanki E.N. Erlikh” [Resolution of the RF Constitutional Court of April 23, 2012 No. 10-P “On the Сase of Сhecking Сonstitutionality of the Tenth Paragraph of Article 2 of the Law of the Russian Federation “On Employment in the Russian Federation“ in Relation to the Complaint of Citizen E.N. Erlich”]. Konsul’tantPlyus, available at:

3. Informatsionnoe pis’mo Banka Rossii ot 12 iyulya 2021 g. N IN-06-28/49 “O rekomendatsiyakh po raskrytiyu publichnymi aktsionernymi obshchestvami nefinansovoi informatsii, svyazannoi s deyatel’nost’yu takikh obshchestv” [Bank of Russia Information Letter No. IN-06-28/49, Dated July 12, 2021, “On Recommendations for Disclosing Non-Financial Information by Public Joint Stock Companies Related to the Activities of Such Companies”]. Vestnik Banka Rossii, 2021, no 48.

4. Measuring Stakeholder Capitalism: Towards Common Metrics and Consistent Reporting of Sustainable Value Creation. White paper. September 2020. World Economic Forum, available at:

5. Bebchuk L., Tallarita R. The Illusory Promise of Stakeholder Governance. Cornell Law Review, 2020, vol. 106, pp. 91–178.

6. Elhauge E. The Inevitability and Desirability of the Corporate Discretion to Advance Stakeholder Interests. Harvard Law School, Cambridge, 2021, pp. 1–39.

7. Elhauge E. Sacrificing Corporate Profits in the Public Interest. New York University Law Review, 2005, vol. 80, pp. 733–869.

8. Blair M., Stout L. A Team Production Theory of Corporate Law. Virginia Law Review, 1999, vol. 85, pp. 247–328.

9. Postanovlenie Evropeiskogo suda po pravam cheloveka ot 7 iyulya 2020 g. po delu “Al’bert i drugie protiv Vengrii” [Judgment of the European Court of Human Rights of 7 July 2020 in the Case of Albert and Others v. Hungary]. Arbitrazhnyi protsessual’nyi kodeks Rossiiskoi Federatsii, available at:

Legal Regulation Issues of Scientific Cooperation with Foreign Citizens and Foreign Organizations


The article offers a general overview of the legal regulation of scientific cooperation with foreign citizens and foreign organizations in the context of the main legal problems of interaction of Russian scientific bodies with interested foreign subjects. During the work method of analysis, system-structural, formal-legal methods and a method of interpreting the rules of law were used.


1. Ukaz Prezidenta RF ot 1 dekabrya 2016 g. N 642 (v red. ot 15 marta 2021 g.) “O Strategii nauchno-tekhnologicheskogo razvitiya Rossiiskoi Federatsii” [Executive Order of the President of the Russian Federation of December 1, 2016 No. 642 (as Amended on March 15, 2021) “On the Strategy for Scientific and Technological Development of the Russian Federation”]. Konsul’tantPlyus, available at:

2. Deklaratsiya o printsipakh mezhdunarodnogo prava, kasayushchikhsya druzhestvennykh otnoshenii i sotrudnichestva mezhdu gosudarstvami v sootvetstvii s Ustavom Organizatsii Ob”edinennykh Natsii (prinyata 24 oktyabrya 1970 g. Rezolyutsiei 2625 (XXV) na 1883-m plenarnom zasedanii General’noi Assamblei OON) [Declaration on Principles of International Law Concerning Friendly Relations and Cooperation Between States in Accordance with the Charter of the United Nations (Adopted on October 24, 1970 by Resolution 2625 (XXV) at the 1883th Plenary Meeting of the UN General Assembly)]. Organizatsiya Ob”edinennykh Natsii, available at:

3. Soglashenie mezhdu Pravitel’stvom Rossiiskoi Federatsii i Evropeiskim soobshchestvom o sotrudnichestve v oblasti nauki i tekhnologii (podpisano v g. Bryussele 16 noyabrya 2000 g.) [Agreement Between the Government of the Russian Federation and the European Community on Cooperation in Science and

Technology (Signed in Brussels on November 16, 2000)]. Elektronnyi fond pravovykh i normativno-tekhnicheskikh dokumentov, available at:

4. Sbornik deistvuyushchikh mezhdunarodnykh soglashenii o nauchno-tekhnicheskom sotrudnichestve, podgotovlennyi Departamentom mezhdunarodnogo sotrudnichestva v obrazovanii i nauke Ministerstva obrazovaniya i nauki Rossiiskoi Federatsii [Collection of Current International Agreements on Scientific and Technical Cooperation, Prepared by the Department of International Cooperation in Education and Science of the Ministry of Education and Science of the Russian Federation]. Sbornik deistvuyushchikh mezhdunarodnykh soglashenii o nauchno-tekhnicheskom sotrudnichestve, available at:

5. Zaklyuchennye RAN soglasheniya o mezhdunarodnom sotrudnichestve [International Cooperation Agreements Concluded by RAS]. Ofitsial’nyi sait RAN, available at:

6. Federal’nyi zakon ot 9 iyulya 1999 g. N 160-FZ (v red. ot 2 iyulya 2021 g.) “Ob inostrannykh investitsiyakh v Rossiiskoi Federatsii” [Federal Law of July 9, 1999 No. 160-FZ (as Amended on July 2, 2021) “On Foreign Investments in the Russian Federation”]. Konsul’tantPlyus, available at:

Imposition of Restrictions on Payments with Cash Breaks the Principle of Proportionality of the Law

DOI: 10.33917/es-5.179.2021.110-115

The author considers the initiative from the Ministry of Finance of the Russian Federation about restriction of payments with cash from citizens. The argument of imposition of restrictions from the Ministry of Finance is stimulation of non-cash payments and also the method of fight against doubtful transactions. The similar initiative is contrary to peremptory rules of the Constitution of the Russian Federation, the civil law of the Russian Federation, also to the consumer protection law.

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