DOI: 10.7256/2454-0706.2020.8.33472

Abstract: The object of this research is the definition of the concept of civil responsibility of the board of directors in corporations. The subject of this research is the theoretical positions of different scholars that correlated with the object in question. The author believes that the topic of responsibility of the members of board of directors requires further examination, since case law on this problematic is relatively small, and essence of the topic carries practical, rather than theoretical character. Therefore, special relevance gains definition of the concept of civil responsibility applicable to responsibility of the members of board of directors in corporations. The author offers an original definition of civil responsibility of the members of board of directors in limited liability companies and joint-stock companies; as well as describes financial negative consequences of for violation of responsibilities imposed upon the members of board of directors by corporate legislation and articles of association. A conclusion is made that the definition of responsibility of the members of board of directors is not unique, as in essence similar by content definition can be used with regards to responsibility of any corporate body in the limited liability companies and joint-stock companies respectively.

DOI: 10.7256/2454-0706.2020.8.43361

Abstract: The object of this research is the definition of the concept of civil responsibility of the board of directors in corporations. The subject of this research is the theoretical positions of different scholars that correlated with the object in question. The author believes that the topic of responsibility of the members of board of directors requires further examination, since case law on this problematic is relatively small, and essence of the topic carries practical, rather than theoretical character. Therefore, special relevance gains definition of the concept of civil responsibility applicable to responsibility of the members of board of directors in corporations. The author offers an original definition of civil responsibility of the members of board of directors in limited liability companies and joint-stock companies; as well as describes financial negative consequences of for violation of responsibilities imposed upon the members of board of directors by corporate legislation and articles of association. A conclusion is made that the definition of responsibility of the members of board of directors is not unique, as in essence similar by content definition can be used with regards to responsibility of any corporate body in the limited liability companies and joint-stock companies respectively.

DOI: 10.25136/2409-7136.2020.6.33455

Abstract: This article explores most relevant issues of responsibility of the members of the board of directors in corporations, limited liability companies and joint-stock companies. The object of this research is the relations formed as a result of violations by the members of the board of directors of fiduciary duties imposed upon them. The subject is the norms that regulate responsibility of the members of the oversight council of corporations in civil law, related law enforcement practice, as well as the theoretical provisions of various experts. The main goal of this work consists in determination of relevant problems of the institution of responsibility in form of losses of the members of the board of directors in public and private companies. The scientific novelty lies in the analysis of relevant issues pertinent to responsibility of the members of the board of directors. Detailed analysis is conducted on case law of the courts of superior jurisdiction on the matter. The scientific novelty lies in identification of most urgent problems associated with exercising of authorities of the members of the board of directors and proposal of the mechanisms for improvement of their responsibility in the current legislation, namely with regards to allocation of responsibility for the decisions of higher authorities.  The conclusion is made that the development of the institution of responsibility of the board of directors should correspond with the modern requirements, stimulate economic development, entrepreneurial initiative, allow the subjects of responsibility to predict the consequences of their actions (or inaction), and contribute to efficient fulfillment of their responsibilities.

DOI: 10.25136/2409-7136.2020.6.33454

Abstract: This work explores the problem of directorial board execution of the competency of voiding a contract with the registrar in public commercial corporate legal entities. The author provides a number of arguments that allow designating the aforementioned authority of the public joint-stock company as a deadlock situation. Based on the latter, classification is carried out on the deadlocks by level of their emergence into horizontal and vertical, describing characteristic traits of the vertical deadlock. The subject of this research is comprised on the norms that regulate the competence of the members of the oversight committee of corporations in civil law, pertinent law enforcement practice, as well as theoretical positions of various experts. The scientific novelty of this research consists in the analysis of the relevant practical issues associated with emergence of deadlock situations due to the activity of the directorial board. Detailed study and analysis is conducted on the case law of the courts dealing the problems of horizontal deadlock situations. The results of this work include proposed classification of deadlocks by the level of their emergence into horizontal and vertical; definitions of the horizontal and vertical deadlocks; examination of the mechanisms of resolution of horizontal deadlocks.