Corporate agreement in Russia and Common Law Jurisdictions: A Comparative Analysis

A.S. Gutorkin Corporate contract in Russia and the countries of the common law: a comparative legal analysis The purpose of this research is a comparative legal analysis to determine the specifics of the legal regulation of the institute of corporate contract in Russian and Anglo-American law; disclosure of the legal nature, notion, the content of the institute of corporate contract. The main goals of the research are: 1) analyze in comparative legal aspect and determine the legal nature, the notion of corporate contract; 2) determine the specifics of the regime of disclosure of information about the corporate contract and a mode of public credibility of corporate contract; 3) consider and compare approaches to the legal regulation of the institute of corporate contract in common law countries and in the Russian law; 4) explore ways of protection and measures of responsibility which can be applied to the of corporate contract; 5) explore issues related to the feature of the conclusion, performance, termination of the corporate contract. Based on the results of research and analysis, we can conclude: There are two models of corporate contract: broad, typical for the countries Anglo-American law, and narrow, which is inherent in countries of continental law. In Russia, the first among the European countries during the civil law reform, Anglo-American model of corporate contract was accepted and enshrined in Art. 67.2 of the Civil Code. At the same time, as a fundamental, it has secured a narrow model of corporate contract, which exists in the continental legal system. It speaks about dualism of the Russian law in the regulation of corporate contracts. Thus, the corporate contract regulates only relationship regarding the implementation of corporate rights and the procedure for its implementation, but does not create new rights. Scientific adviser: O. V. Novikova (Candidate of Law, lecturer of the department of international public and private law HSE)