Правовое государство: теория и практика (Dec 2023)
RUSSIAN LEGISLATION ON PUBLIC JOINT STOCK COMPANIES: PAST AND PRESENT
Abstract
The article is devoted to the characteristics of the Russian legislation on public joint stock companies, for which this concept is quite new, since it received legal recognition only in 2014, when the Civil Code of the Russian Federation was reformed, followed by the reform of the entire corporate legislation of the Russian Federation. The legislation on public joint stock companies is considered both in a narrow sense – only federal laws, and in a broad sense – other regulatory legal acts, primarily those adopted by the Central Bank of Russia. Legislative regulation of public joint stock companies is characterized as imperative, in other words, «strict» regulation. At the same time, the so-called «soft» regulation represented by the Corporate Governance Code also plays a certain role in regulating the legal status of a public joint stock company. Since the beginning of 2022, Russian corporations, primarily public joint stock companies, have been operating under unprecedented economic sanctions and restrictions imposed by the collective West and the United States. The restrictions affected corporate governance procedures and conditions, which ultimately violated the rights and legitimate interests of their shareholders (participants). Legislative measures adopted at the beginning of 2022 and in force in 2023 are aimed at maintaining the manageability of corporations, creating mechanisms to ensure the functionality of boards of directors (supervisory boards) as strategic bodies of corporations, as well as protecting the interests of corporations and their shareholders (participants). In general, corporate governance in Russian corporations, despite the imposed sanctions and restrictions, demonstrates a high level of sustainability and continues to function as an effective system. Purpose: to show the dynamics of legislative development on public joint stock companies, to analyze the transformation of legislation in the conditions of sanction restrictions. Methods: theoretical method, including analysis of current regulatory legal acts, as well as synthesis, formalization, specification and generalization of regulatory legal material. Results: despite the small number of public joint stock companies compared to non-public joint stock companies and open joint stock companies, it should be recognized that the formation of Russian legislation on public joint stock companies has been completed. Currently, its development continues, coupled with the introduction of a number of restrictive sanction measures. The measures adopted by the legislator in 2022–2023 are extraordinary in nature and do not always comply with the principles of good corporate governance (in particular, the separation of competence between the board of directors and the executive body, information transparency and openness of a public joint stock company), but they are of a forced nature and are aimed at preserving the manageability of public j oint stock companies.
Keywords
