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ON SOME ASPECTS OF REGULATION OF CORPORATE MANAGEMENT CIVIL LIABILITY



Sergey Pokrovskiy
mccourt@mail.ru
A Judge of the Arbitration Court of Saint-Petersburg and Leningrad region
Saint-Petersburg

Keywords:

  • subsidiary liability in the bankruptcy case
  • fiduciary duties
  • business judgment rule
  • residual plaintiff
  • Using judicial precedents of the Delaware Courts of Chancery (courts of equity) as an example, the article studies experience of legal regulation of corporate executives civil liability and analyzes the evolution of opinions as to whether or not the management have any obligations to corporate creditors under financial instability of legal entities.
    The Delaware Courts of Equity experience demonstrates the adequacy of the use of the notions "the interest of a legal entity", "rationality", "good faith" in the context of liability of legal entities executives. The fact of being in a condition of financial distress does not charge the management with the duty to act in the interests of corporate creditors.
    The comparison of court practices of the courts of equity of the state of Delaware with the legislation of our country demonstrates identity of legal measurers, ensuring proper execution of powers vested in the management of legal entities. Thereupon the concepts being worked out by case law of the state of Delaware might be quite acceptable in local legal environment.

    188300 Russia, Leningrad region, Gatchina, st. Roshchinskaya, 5