Legal nature, contents, and problems of applying a corporate agreement

¹ Ulyanovsk State University, Department of Civil and Business Law, Ulyanovsk, Russia
² All-Russian State University of Justice (Russian Law Academy of the Ministry of Justice of Russia), Department of Civil and Business Law, Moscow, Russia
³ Kutafin Moscow State Law University (MSAL), Department of Business and Corporate Law, Moscow, Russia

^* Corresponding author: lewuskin@mail.ru

Abstract

A corporate agreement is widely known as a legal structure that allows regulating legal relations and distributing risks between participants in an investment transaction. The establishment of this institution in Russian legislation has opened up great opportunities for both financial and strategic investors. When concluding a corporate agreement with third parties, a “quasi-corporate” agreement is concluded. Study objective: legal research of the current legislation and theoretical concepts regarding the definition of the legal nature, content, and problems of applying a corporate agreement and identification of the most significant proposals for legislation improvement. Methods. The authors of the study applied general scientific and specific scientific methods of research work. In particular, the dialectical method of scientific knowledge, systemic, functional, deduction, induction, analysis, synthesis methods as well as special legal ones like formal legal, comparative-legal, the method of legal modeling, and others were implemented. Results and novelty. The analysis of law enforcement practice showed that, despite a wide selection of both named and unnamed protection measures, none of them guarantee the proper performance of obligations arising from a corporate agreement. This thesis follows from the materials of judicial and arbitration practice.