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Fiduciary Duties of Directors of a Joint Stock Company

ФИО студента: Amir Kutliev

Руководитель: Elena Andriushova

Кампус/факультет: Faculty of Law

Программа: Jurisprudence (Bachelor)

Год защиты: 2021

The relevance of the scientific problem is due to the fact that the problems of fiduciary, i.e., trust and fiduciary relations. such relations, in which the trust of the subjects of civil law to each other is important for its formation and the definition of the content. Despite of this, it seems that to date researchers have not been able to offer any consistent approach to solve this problem, which explains the significant discrepancy in positions on the qualification of individual relations as fiduciary, in the context of the applicability of this concept to the corporate sphere and its essential role for the development of the country's economy. It determines the need for scientific development of the issues of fiduciary duties of the management of a joint-stock company. The purpose of the final work is to determine the legal nature and essence of the fiduciary obligations of the members of the management of the joint-stock company, as well as to develop theoretical and practical provisions aimed at improving the legal regulation of fiduciary relations in the legislation of the Russian Federation. To achieve this goal, it needs to solve following tasks: - consider the main provisions of the fiduciary duty doctrine; - analyze the fiduciary duties of the directors of the joint-stock company; - analyze the fiduciary duties of the participants of the joint-stock company; - consider problematic issues of responsibility of the management of the joint-stock company for non-performance of fiduciary duties; - formulate theoretical and practical provisions aimed at improving the legal regulation of fiduciary relations in the legislation of the Russian Federation. The subject of the study is domestic and foreign normative legal acts regulating the issues of fiduciary obligations of members of the management of a joint-stock company, explanations of the supreme courts of the Russian Federation on this issue, as well as both domestic and foreign court practice of applying the rules on fiduciary obligations and the works of domestic and foreign legal scholars devoted to the issue. The structure of the work is represented by an introduction, three chapters, including two paragraphs, a conclusion and references. The first chapter, called «The Doctrine of fiduciary duties», contains questions of the origin and development of the theory of fiduciary relations and duties. Then, it includes main signs of fiduciary relations. The second chapter, «Fiduciary duties of the members of the management bodies of the joint-stock company», which is presented in two paragraphs: «Fiduciary duties of the Director of the joint-stock company» and «Fiduciary duties of the participants of the joint-stock company», respectively, the issues of the content of the fiduciary duties of these entities are examined. The third chapter is «Responsibility of the management bodies of a joint-stock company for non-performance of fiduciary duties». Special attention is paid to the issues of subsidiary liability of the relevant persons as supervisors in the framework of insolvency.

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