Indirect Claim as a Procedural Remedy in Corporate Disputes

This graduating qualifying work is devoted to the analysis of derivative claim as a remedy of procedural protection. An indirect claim is a claim filed by a member of the company in favor of and in the interests of the latter. Indirect claims are filed for the purpose of compensation for losses caused to the company by the management. The management of the company bears civil liability in the form of compensation for losses to the company because of the management's violation of duty of loyalty and duty of care. The institution of derivative claim originated in common law. In Russia, the derivative claim has found its consolidation relatively recently, so the paper focuses on the history of the formation of derivative claim abroad and in pre-revolutionary Russia. The central issue in the analysis of derivative claim is to determine the nature of the claim filed by the participant. The legal regulation and the doctrine do not find consensus on whether the participant is a representative of the society or a procedural plaintiff in the case of an indirect claim. The paper considers the issues of proof and evidence in cases of indirect claim: the problems of reversal of the burden of proof, access of the parties to evidence. The paper also analyzes the issues of the legal nature of liability in derivative claim, the search for a proper defendant. At the end of the paper, the conclusions on the issues are presented, based on the analysis of the provisions of legislation, judicial practice, scientific doctrine, and educational literature.