Derivative Actions as a Shareholders' Remedy

The present thesis is devoted to the research of legal issues of the derivative action, which is a mechanism for the protection of corporate actors provided by substantive and procedural law in a variety of jurisdictions. The topic of the thesis is of notable particular significance due to the twofold purpose of derivative actions asa a shareholders' remedy and a countermeasure against wrongdoings of corporate officers affecting the interests of the entire company. Tthe original from of derivative action in English law, developed by the court practice, was seldom used and applicable only in ill-defined exceptional situations, which contributed to its limited impact within the common law legal system. As a result of the subsequent legislative initiative to reform the derivative action, the Companies Act of 2006 introduced a revised statutory framework governing said mechanism, which may provide a legal basis for the increased application of this remedy within the English legal system. In Russian jurisprudence, despite the recent legislative consolidation of provisions governing the application of derivative actions as part of such Russian legal acts as the Commercial Procedure Code, the existing legal framework in the indicated field is considered ambiguous and problematic. Accordingly the thesis is concerned with exploring such existing procedural issues of the Russian model of the derivative action as the setting of the scope of the derivative remedy, the definition of preconditions allowing its use, and the applicable standard of proof in the relevant proceedings, along with other aspects. In structural terms, the present thesis is composed of the following parts: Introduction, emphasizing the legal relevance of topic and its degree of scientific development, three primary chapters which as a whole consist of eight paragraphs, Conclusion and List of References.