On the adjustment of private law principles in the field of corporate governance

Abstract

The article is devoted to the adjustment of private legal principles in the sphere of corporate governance. It is noted that the hierarchical nature of corporate governance is present not just at the level of actual relations, but is fixed normatively, i.e. it is not denied, but supported by the method of legal regulation. Corporate relations, namely their managerial part, involve in civil law a number of new subjects not belonging to the usual range of subjects for this branch of law – first of all, the bodies of a legal entity (general meeting, board of directors, executive body, audit commission, etc.). It would have been quite possible to consider corporate relations as part of any of the newly constructed branches of law or even to concentrate them in a separate branch. However, the decision of the legislator, expressed in the current wording of paragraph 1 of Article 2 of the Civil Code of the Russian Federation, means that in the structure of civil legislation there is an enclave in the status of a legal institute, where subjects not peculiar to civil law as a whole appear and, accordingly, significant deviations from the general principle of equality are allowed, which becomes another example of intrusion of public-law methods into the private-law sphere.