Publications

The criteria of invalidity of corporate bodies’ decisions used in Russian legislation and law enforcement are contradictory and they do not fully maintain the balance of shareholders’ interests. The roots of problems are a misleading unification of legal regulation of the meetings of non-legal entities and a corporation’s collegiate bodies as well as the introduction of the generic term «civil community» integrating corporate organizations and non-corporate groups. Furthermore, such grounds of the decisions invalidity as illegality of their content and violation of adoption procedure are not clearly distinguished. Organizational rights of the participants are unreasonably detached from their property (investment) interests. Consequently, the transfer of the right to the acquirer of the shares to claim the invalidation of the meeting’s decisions is incorrectly denied.

The article deals with the controversial issues of nullity of the decisions of the meetings of the participants of business companies. The article concludes that invalidity of the decision contents should be established on rules of invalidity of transactions. The study analyses the issues of recognising the decisions void in case of no quorum, being not approved by the requisite majority and also if there are procedural flaws, violating the fundamental rights of the participants. The author favours providing those concerned the opportunity to cure in court the decisions approved with the flaws of recording the quorum and the results of the voting.

The existence of the special labourlaw status of medical worker requires a special set of rules of law that give rise to the effect of differentiation of legal regulation in relation to this category of workers.

Considering the various methods of differentiation, the author concludes that the labor of medical workers   is governed both by the rules - withdrawal and through the rules   - additions. Exploring the work of various authors, dedicated to the grounds of differentiation of  legal regulation of  labor of medical workers, the author formulates the author's own group of the bases of such kind of differentiation, including both external and internal grounds.

The study of  bases of  differentiation of  legal regulation of medical workers has allowed the author to come to the conclusion that special labourlaw status of medical worker  includes two components: a general (uniform) and a specialized (differentiated), which can be compared with internal and external bases of differentiation, respectively.

Under the general (uniform) component of the labourlaw status of medical worker should understand  a set of common, identical for all medical workers' rights, duties and liability measures. The specialized (differentiated) component of the labourlaw status of medical worker  is a circle of special rights, duties and liability measures that correspond to positions, specialty and qualification of a concrete medical worker.

The article deals with legal ways of resolving uncertainties and opportunism in distribution of company profits. The author comes to a conclusion that it is impossible to create a one-size-fits-all formula of dividend payment usable in courts in resolving disputes. Purchasing shares (a share in authorised capital) and acting reasonably an investor intends to get his investments back over a planning horizon provided successful activities of a company. To do that he is given a combination of options: receive dividends, sell shares or get a liquidation quota. The difficulties of objectivisation of profit distribution in successful activities of a company should be offset not by expansion of judicial discretion in disputes over dividend payments, but by legal mechanisms providing share buyouts if there are no dividend payments.

A new work by Vladimir Volfson is entirely dedicated to bad faith in the exercise of subjective rights. While the civil law doctrine in this domain of legal knowledge is becoming increasingly sophisticated in line with a correspondent move of legal relations towards growing complexity, the subject retains much of its scholarly appeal largely due to an extreme diversity of academic approaches as well as to uncertainty in the current jurisprudence. The author of this monograph differentiates abuse of law from bad faith behaviour. The latter is, in his view, the conflict in the intentions about the claim ground. The lack of good faith, subsequently, is such a flaw in the claimant's interest that, if established, should launch a test whether the action in question constitutes an abuse of law. However, this indicator of the condition of the claimant's interest is not in per se equivalent to the condition itself; therefore, the court should not equate bad faith to abuse of law. The work goes on to unfold the above viewpoint, suggesting some arguments in its favour. Set against this notion of bad faith are the cases of what is described as legally neutral bad faith and even one that is legally allowed. The author also explores the standards of bona fide (as a prerequisite of the legal claim) applied by the lawmaker in special provisions of the civil legislation. Following his understanding of the good faith category, the author criticizes the current position of the principle of good faith in the Russian Civil Code as a legal obligation and a general prerequisite of a claim. In the framework of the view set forth in the work, this principle can be nothing but a legal presumption. Legislation and case law are given as of November 2018.