Complex corporate obligation as a basis for external corporate control, and its importance for increasing the investment attractiveness of the russian legal system
The article presents a comprehensive scientific and practical study of a complex corporate obligation, which is the basis for the emergence of external corporate control, which is established as a result of the conclusion of an agreement between the controlling and controlled economic partnerships or companies. Insufficient study of this problem shows that the existing doctrinal ideas need a theoretical revision, and called a complex legal relationship, - a new scientific understanding. Attention is drawn to the fact that the term “external control” is derived from Art. 67.3 of the civil code, which refers to three cases of control over the Corporation: 1) the predominant participation in the authorized capital of a business partnership or company; 2) the presence of a contract between the controlling and controlled business partnerships or companies; 3) the presence of any other possibility to determine the decisions taken by a business partnership or a company. The author of this article comes to conclusion that the external control over the Corporation is a possibility of influence of a person who is not a participant of the Corporation on making strategically important decisions of the Corporation management, the formation of financial and economic policy of the Corporation at the market, as a result of implementation of which there is a restriction or complete denial of autonomy of the will of the Corporation in solving issues within the sphere of interest of the controlling person. The need for convergence of legal regulation of the Russian and European legal systems, the need for the formation of a legal regime of liability of participants of legal entities for unlawful acts against corporations, the importance of introduction into the domestic civil turnover of the doctrine of “removal of the corporate veil” require the legitimization of external corporate control through its legal definition.