Corporate Conflicts in the System of Public Relations, Law, and Legislation of the Russian Federation

Abstract

Abstract \nThe chapter examines the basic concepts of the science of conflictology from the point of view of corporate law as the science of the laws of origin, emergence, development, resolution, and overcoming of corporate conflicts. The authors implement a research approach based on the fact that conflictology is a branch of knowledge at the intersection of different sciences and that it operates with methods and developments not only of philosophy, psychology, and sociology but also, above all, of law, especially in terms of methods of conflict prevention and resolution. Despite the fact that this science is now becoming more and more autonomous, we should not forget that it was formed at the junction of many disciplines, both applied, theoretical and theoretical and applied, and the study of its basic concepts, their essence, as well as preventive mechanisms, ways of levelling, and conflict resolution is impossible in full without recourse to legal mechanisms, methods, and means. The sphere of corporate law is the most striking example of the formation, use, and improvement of these legal instruments. This chapter reveals the essence of corporate conflict in the system of public relations, law, and legislation of the Russian Federation. \n \nTo achieve this goal, the authors define the concept of the corporation as the main tasks, as well as the nature and signs of corporate conflict. The approaches of corporate practice, doctrine, and judicial and legislative acts to the studied definition of “corporate conflicts” and related or identical concepts of “corporate disputes,” “internal conflict,” and “conflict of interest” are investigated and compared. \n \nIt is noted that the needs of the economy, society, and law require clarification and development of a clear conceptual apparatus, and that its divergence is a common problem concerning the legal regulation of all areas of public life without exception. \n \nThe problems associated with the defects of the legal definition of the corporation and the lack of a unified view on it in the doctrine are analyzed, which, according to the authors, is one of the negative factors affecting the emergence of conflicts. The author investigates the poorly studied and ambiguously perceived by the doctrine characteristic of corporate relations, among which can be attributed to the corporate conflict. Another problem identified by the authors is the character of the conflict itself and the specifics of the corporate conflict. \n \nThe legal characteristic of the term “conflict” and “corporate conflict” from the position of private law is given. The signs of conflict as a legal category in corporate law are identified and listed. \n \nIn conclusion, as a solution to the main problem, the need for a clear distinction between internal and external relations of the corporation and their relationship with the failed legal definition of corporate relations in the civil code is pointed out. \n \nRecommendations for the improvement of legal regulation are developed. In order to unify the concept of “Corporation” and bring the Russian legal definition in the civil code in line with international and foreign approaches, it is proposed to include in the characteristics of the corporation property criterion – the formation of the original property base. The necessity and ways of exclusion of non-profit organizations from the number of corporations are substantiated. \n \nThe features of corporate conflict as a kind of legal and social conflicts are listed. \n \nMaterials \nThe basis of the analysis carried out in this part of the work was the normative and advisory sources included in the system of Russian law in the sphere of corporate conflicts regulation. \n \nFor the purpose of a comprehensive study of the existing norms and the definition of promising trends in their development, the provisions of policy acts of a strategic nature, such as the concept of development of the legislation of the Russian Federation for the period 2008–2011 and the concept of 2016 to improve the legislation of the Russian Federation for the period up to 2021 were studied. \n \nThe study examined the provisions of industry-specific codified acts of both regulatory and advisory nature, such as the civil code of the Russian Federation, the code of corporate conduct (now invalid), and the code of corporate governance, approved by the Board of Directors of the Central Bank of Russia from April 10, 2014. \n \nAmong the special Federal laws that form the basis of positive legal regulation of corporate conflicts are: Federal law No. 205-FL “On amendments to certain legislative acts of the Russian Federation”; Federal law No. 82-FL of May 19, 1995, “on public associations”; Federal law No. 193-FL of December 8, 1995, “on agricultural cooperation”; Federal law No. 7-FL of January 12, 1996, “on non-profit associations”; Federal law No. 79-FL of July 27, 2004, “on the state civil service of the Russian Federation”; Federal law No. 7-FL “on non-profit associations” of December 25, 2008, g. 273-FL “on combating corruption”; the Federal law of March 2, 2007 No. 25-FL “on municipal service in the Russian Federation.” \n \nIn the course of the study, the authors actively formed an empirical base and turned to judicial and arbitration practice, which were: the Decision of the Constitutional Court of the Russian Federation of July 18, 2003, No.14-P “in the case of verification of the constitutionality of the provisions of Article 35 of the Federal law “on joint stock companies,” Articles 61 and 99 of the civil code of the Russian Federation, Article 31 of the tax code of the Russian Federation, and Article 14 of the Arbitration procedural code of the Russian Federation; the Decision of the Constitutional Court of the Russian Federation of March 15, 2005. No.3-P “in the case of verification of the constitutionality of the provisions of paragraph 2 of Article 278 and Article 279 of the Labor Code of the Russian Federation and paragraph 2 of paragraph 4 of Article 69 of the Federal law” on joint stock companies; resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation of June 20, 2007, No. 40 “on some issues of practice of the provisions of the legislation on transactions with interest” ; resolution of the Plenum of the Supreme Court of the Russian Federation of June 26, 2018, No.27 “on challenging major transactions and transactions in which there is an interest”; Resolution of the FAS of the Ural district of June 23, 2004, No. F09-1854/04-CL, etc. \n \nThe concept of “conflict” in terms of etymology, as well as social conflictology and social sciences is studied in the chapter on the example of the works of L. Coser, J. Von Neumann, N. Morgenstern, V. Yadov, T. V. Novikova, etc. \n \nStudying corporate conflicts in legal doctrine, the authors turned to the works of D. I. Dedov and A. A. Kirillov. \n \nThe theory of interest and “legally protected interests” were studied thanks to the works of Rudolf von Ihering, who as the main idea behind the development of mechanisms for their balance. In the Russian doctrine, the issues of subjective and legitimate interests were developed in the works of Y. S. Gambarov, V. P. Gribanov, N. M. Korkunova, and G. F. Shershenevich. \n \nThe essence of socially significant interests that receive legal regulation from the state and become legal (legal) interests was studied on the basis of the works of N. V. Vitruka, R. E. Gukasyan, O. S. Ioffe, E. A. Krasheninnikova, and N. I. Matuzova. \n \n \nMethods \nThe methodological basis of the study was a set of general and particular scientific research methods: observation, complex and diversified analysis, synthesis, analogy, comparison, explanation, proof, induction, deduction, reduction, elementalism, systematic approach, methods of comparative law, specific sociological research, historical, logical, statistical, etc.