On Development Trends Of Corporate Regulation In The Russian Federation And Abroad

Energy law, just like some other complex law branches, serves to regulate a number of relations that are cross-disciplinary in nature. Cross-disciplinary interrelations with such law branches as anti-trust and corporate law are the most evident. Many studies on corporate law have been published up to date. However, only few of the numerous publications focus on specific issues of corporate regulation. Therefore, the monograph edited by V.V. Romanova, LL.D., Topical Issues and Tasks of Corporate Law, is undoubtedly of interest. It addresses two problems: the legal regulation of corporate governance in predominantly state-owned companies and the legal regulation of greenmail prevention. So far, these problems, while clearly of concern for both practice and research, have not been duly examined in the Russian literature. The applicability of this study stems from the fact that state companies and companies with significant state participation have taken the lead over the years of new Russian economy development. It can hardly be viewed as a typical model for a country building a marketbased economy and, therefore, for the law of a market economy. As for the greenmail issue, answers to the arising questions can also be found in the legal plane of the economic life that is still new for Russia.

Keywords

energy law, corporate law, specific aspects of corporate governance in the energy sector, corporate governance in state-owned energy companies, greenmail

Received

06.08.2020

Publication date

04.09.2020

Number of characters

16275

Cite Download pdf

GOST	Lisitsin-Svetlanov A. On Development Trends Of Corporate Regulation In The Russian Federation And Abroad // Energy law forum – 2020. – Issue 3 C. 64-68 [Electronic resource]. URL: https://mlcjournal.ru/S231243500022509-7-1 (circulation date: 29.04.2024). DOI: 10.18572/2410-4396-2020-3-64-68
MLA	Lisitsin-Svetlanov, Andrey G "On Development Trends Of Corporate Regulation In The Russian Federation And Abroad." Energy law forum 3 (2020):64-68. DOI: 10.18572/2410-4396-2020-3-64-68
APA	Lisitsin-Svetlanov A. (2020). On Development Trends Of Corporate Regulation In The Russian Federation And Abroad. Energy law forum (3), pp.64-68 DOI: 10.18572/2410-4396-2020-3-64-68


1	In the post-Soviet period, Russian energy law, just like some other complex law branches, serves to regulate a number of relations that are cross-disciplinary in nature. Cross-disciplinary interrelations with such law branches as anti-trust and corporate law are the most evident. Many studies on corporate law have been published up to date. However, only few of the numerous publications focus on specific issues of corporate regulation. Therefore, the monograph edited by V.V. Romanova, LL.D., Topical Issues and Tasks of Corporate Law [1], is undoubtedly of interest. It addresses two problems: the legal regulation of corporate governance in predominantly stateowned companies and the legal regulation of greenmail prevention. So far, these problems, while clearly of concern for both practice and research, have not been duly examined in the Russian literature.
2	The applicability of this study stems from the fact that state companies and companies with significant state participation have taken the lead over the years of new Russian economy development. It can hardly be viewed as a typical model for a country building a market-based economy and, therefore, for the law of a market economy. As for the greenmail issue, answers to the arising questions can also be found in the legal plane of the economic life that is still new for Russia.
3	While state-owned companies in Russia are numerous, the legal regulation of corporate governance has gaps and inconsistencies. Special emphasis should be given to the issues relating to establishment and assignment of authorities to management bodies of a state-owned joint-stock company, as well as forms and procedure of issue of mandatory instructions of shareholders.
4	To improve the legal regulation of corporate governance, a legal analysis of foreign legislation and case law in this field is of value. However, it should be taken into account that the existing situation with opportunities for global harmonization of corporate law of different countries is rather controversial.
5	As practice shows, company management principles of different countries have similarities, however, corporate law is yet to cross national borders to provide examples of international unification of law. This problem has not been resolved even in the European Union.
6	Identification of specific aspects of the legal regulation of corporate governance in predominately state-owned companies in the Russian Federation as compared to other countries’ regulation is important from at least two perspectives. First, we should not blindly follow foreign practices, because they are country specific. Nevertheless, they are of interest in terms of their potential use for methodological purposes and the accumulated case law. Second, managerial decisions of predominantly state-owned companies are currently viewed differently in different jurisdictions, therefore, the understanding of the qualification of managerial decisions from the point of view of foreign law, e.g., in terms of liability, has an important practical bearing. Furthermore, understanding of the reasons why corporate law unification in the EU failed to make meaningful progress can give us a clue to achieving favorable results in the Union State, the more so because the meaning of state participation in the member states is comparable to that of Russia.
7	During the period of reforms in the Russian legislation in both private and public law, the purpose of the law policy was to give relations involving the government a special status. Meanwhile, the existing special regulation system has major gaps or fails to recognize the specific nature of relations arising in certain sectors of economy. This applies to the energy sector to a great extent.
8	The current institution of liability for decision-making in both private and public law relations needs a serious rethinking. In terms of public law regulation, both scientific research and law-making activities have been focused on determination of the state bodies’ powers of administrative authority. Meanwhile there has been a lack of attention to the issues of activities of the state as a party to civil law relations and the guarantor of public interests at the same time. However, the balance between these interests is one of the key factors necessary for successful economy development, especially in the energy industry as it is the principal branch of the country’s economy.
9	Whereas the decision-making center determining both the strategy and course of action of companies is the corporate management that shall adopt responsible, well-balanced decisions to promote the interests of the company, its individual shareholders, investors, i.e., common market players and the government as a special type of shareholder whose interests are objectively wider than those of any business entity. The development of the policy of the state as a company shareholder, its implementation in the corporate management bodies, as well as a potential legal mechanism addressing these issues shall balance the two differently directed tasks: operation in the domestic and international markets under market competition conditions, on the one hand, and implementation of social functions not included in the agenda of other market players, on the other hand. This dilemma shall be resolved, in particular, in such issues as: the improvement of the institution of directives, the regulation on liability of government representatives in joint-stock companies and on delineation of responsibilities between authorities and officials determining the position of the state as a shareholder.

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1. Topical Issues and Tasks of Corporate Law : monograph : The Legal Regulation of Corporate Governance in State-Owned Companies : The Legal Regulation of Greenmail Prevention / V.V. Romanova, F.J. Säcker, M.V. Frommann [et al.] ; edited by V.V. Romanova. Moscow : Yurist Publishing House, 2020. P. 236.

2. Romanova V.V. Current State and Problems of the Legal Regulation of Corporate Governance in State- Owned Companies in the Russian Federation / V.V. Romanova // Topical Issues and Tasks of Corporate Law : monograph / edited by V.V. Romanova. Moscow : Yurist Publishing House, 2020. P. 48–49.

3. Romanova V.V. Current State and Problems of the Legal Regulation of Corporate Governance in State- Owned Companies in the Russian Federation / V.V. Romanova // Topical Issues and Tasks of Corporate Law : monograph / edited by V.V. Romanova. Moscow : Yurist Publishing House, 2020. P. 48–49.

4. Chamber of Commerce and Industry of the USSR Law Section // Arbitration Case Law Part II Rulings of the Arbitration Commission for Foreign Trade 1951–1958. Moscow : Progress Publishing House, 1972. P. 140–145.

5. Romanova V.V. Current State and Problems of the Legal Regulation of Corporate Governance in State- Owned Companies in the Russian Federation / V.V. Romanova // Topical Issues and Tasks of Corporate Law : monograph / edited by V.V. Romanova. Moscow : Yurist Publishing House, 2020. P. 48–49.

6. https://www.investopedia.com/terms/g/greenmail.asp

7. Romanova V.V. Recommendations and Suggestions on the Improvement of Anti-Greenmail Legal Regulation / V.V. Romanova // Topical Issues and Tasks of Corporate Law : monograph / edited by V.V. Romanova. Moscow : Yurist Publishing House, 2020. P. 219–232.

8. Kozlova N. Greenmail. Alexander Bastrykin — On New Corporate Raid Tactics and Necessary Amendments to the Law / N. Kozlova // Russian Business Newspaper. URL: https://www.ippnou.ru/print/007350/.

9. Lee R.C. What is the Difference Between Greenmail and Blackmail and are Both Illegal? / R.C. Lee // Quora. 2017. September 27.