Invalidity of Corporate Agreement

The corporate governance in commercial companies under Russian and foreign legal orders differs in a substantial way. However Russian legal order can not be recognized as well developed as foreign legal orders. As the part of common process of reforming and improvement of Russian civil legislation in the first of Civil Code of Russian Federation was included the new mechanism of corporate governance – the corporate agreement provided by article 67.2 of Civil Code. The applicability of the topic of this research caused by number of factors. Firstly, there is the distinct tendency in the question of reforming and improvement of the institute of corporate agreement under Russian law. Secondly, there is the difficulty in defining of the outlines of subject of corporate agreement and the contracting parties of corporate agreement. Thirdly, the question of invalidity of corporate agreement in Russian legal order and its grounds gains the significant importance because of the process of so called “deoffshorization” – refunding of the active assets of Russian business from the offshore jurisdictions, in which this statutory concept is actively used in structuring deals, back to Russia. The goals of this research are the following: researching the question of the subject, content and contracting parties of corporate agreement under Russian law and researching the question of all probable grounds for the adjudgement the corporate agreement invalid under the Russian law.