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Corporate responsibility, problems of theory and practice

ФИО студента: Stepan Maslennikov

Руководитель: Olga. S Erahtina

Кампус/факультет: Faculty of Social Sciences and Humanities (Perm)

Программа: Jurisprudence (Bachelor)

Год защиты: 2021

The final qualification work is devoted to the research of the Institute of Corporate Responsibility, its practical and theoretical problems. The purpose of the research is to study the theoretical and practical problems related to the corporate responsibility of members of management bodies and controlling persons of economic companies. In accordance with the stated goal, the following tasks were set:: 1) determine the legal nature of corporate responsibility; 2) identify the characteristic features of corporate responsibility as a type of civil liability; 3) consider the grounds and conditions for bringing to civil liability persons who manage a business company; 4) to analyze the problems of law enforcement of the norms regulating the responsibility of the persons controlling the economic company. As a result of the work, the following results were obtained: 1. Corporate liability is one of the types of civil liability, since corporate relations in Russian legislation are an integral part of civil relations, as well as corporate liability is a type of civil liability, both by virtue of direct legislative consolidation, and, in particular, due to the fact that corporate liability measures, as well as civil liability measures, are compensatory in nature. At the same time, corporate responsibility as a type of civil liability has a number of characteristic features, which are due to the specifics of corporate relations, expressed in the form of special subjects of corporate responsibility, measures used as sanctions in the commission of corporate offenses, etc. 2. The plaintiff, when filing an application for recovery of losses caused to the company from the managing persons, must prove the fact that the actions of the authorized person indicate bad faith and unreasonableness, the fact that the company has losses as a result of such actions, as well as the causal relationship between the action of the director and the resulting losses. At the same time, bad faith and unreasonableness should be singled out as criteria for the illegality of the actions of managers. 3. The institution of subsidiary liability of controlling persons has a number of significant features, in contrast to the institution of attracting controlling persons of business entities for losses incurred by the company. Among the most important features of this institution is the presumption of guilt of the persons controlling the Debtor, in contrast to holding the controlling persons of the company liable for the losses caused, where the burden of proof is assigned to the plaintiff, the circle of persons who are considered controlling on the basis of the Bankruptcy Law. In contrast to bringing the controlling persons of the company to responsibility for the losses caused, where the circle of persons who are controlling is not defined, in connection with which the Plaintiff must prove the fact that the Defendant has the status of a controlling person, as well as the terms, since the controlling person, within the framework of the bankruptcy procedure of the Debtor, is held liable within 3 years until the moment of filing an application for declaring the debtor bankrupt. Based on the work done, the following recommendations were developed: 1) Bad faith and unreasonableness should be singled out as criteria for the illegality of the actions of managers. 2) it is necessary to establish in detail the criteria of reasonableness and integrity of the managing persons of economic companies, as well as the criteria of ordinary business risk. 3) Legislative consolidation of the criteria of the controlling person of economic companies.

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