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

This academic project contains a comparative analysis of corporate agreements in the Russian Federation and common law countries. The following elements of agreement are chosen as the criterion of comparison: the parties, the form; conditions that determine whether an agreement is concluded or not and the consequences of its violations were compared either. In this academic project the following conclusions were made. First, the parties to the corporate agreement were defined: an agreement between individual members of the corporation is possible in all jurisdictions in question, in the Russian Federation the question of the participation of the company itself in the corporate agreement remains disputed, a corporate agreement with non members of the corporation may be concluded in all jurisdictions (however in the Russian Federation the legislator mentioned them as a different kind of agreement). Secondly, in all jurisdictions, preference is given to the written form of the contract (in the Russian Federation it is mandatory), however, the courts of the United Kingdom and the United States can also recognize an oral corporate agreement. Thirdly, the essential terms of the contract vary significantly depending on the type of corporate contract. The lack of court practice in the Russian Federation does not allow us to determine whether there are other conditions besides the essential condition on the subject. In the United States, judicial practice has developed certain criteria that may lead to court’s denial of the recognition of corporate agreement. In addition, the main types of corporate agreements were analyzed, it was concluded that even if in the Russian Federation due to legal traditions certain types of agreement can not be concluded, in most cases the effect may be achieved by other contractual means. The consequences of violations of the corporate contract have similar features, but there are differences existing due to differences in legal traditions.