Fiduciary Duties in Corporate Relations

This paper defines the content of the fiduciary duties in corporate relations under Russian law. The research covers existing world approaches to determining the exact scope of fiduciary duties, the circle of persons bound by them and the concept of the interests of the corporation. Through the prism of international experience, the system of Russian law provisions governing the institution under study together with the prerequisites for their formation, are examined. It has been determined, which, precisely, duties in corporate relations are called fiduciary and what particular interests are meant by statement providing that a person is obliged to act in the best interests of a legal entity. Arguments about the range of subjects bound by fiduciary duties are given. It is the definition of the circle of obliged persons, as well as individual status of some of their groups, that the author of this work considers problematic and relevant. While the legal support for the performance of directors of their fiduciary duties towards the corporation has now been formed and can be assessed as satisfactorily, other persons carrying fiduciary duties have much more opportunities to evade responsibility. These include, among others, stakeholders themselves, third parties to shareholder agreement and insolvency receivers. The status of first and second groups of persons, as it turned out, makes it difficult to impose liability for damages caused by their guilty actions on them. This cannot be said of insolvency receivers, who may be held liable for damages caused by their guilty acts in accordance with special bankruptcy law. As a result, the author proposes to use this experience and implement similar norms for those subjects whose illegal actions are currently very difficult to defend from.