Reasons for the emergence, change and termination of corporate legal relations

A law-terminating legal fact for the right to obtain such information about the activities of the corporation is giving such information. Obviously, fulfilling an obligation to provide properly certain information to a participant is a legitimate wilful act. Considering that the authors of this article refer to corporative relations not only regulatory but also protective relations, it is fair that for the latter a legal fact is also eliminating a threat of infringement (for example, voluntarily or by court order), protection, that is, the restoration of a violation of a right (for example, voluntarily or by a court decision), or even an agreement of parties (for example, a settlement agreement or a transaction). It is obvious that apart from an agreement, other actions mentioned are indicative of legal actions, because regardless of a direction of a will of a person who commits them, they create certain legal consequences and are legitimate. The right to participate in a company that is part of a corporate relation, sometimes, and the right to information about the activities of a corporation, always refer to personal non-property rights [35], and the latter are inseparable from the identity of a bearer. Therefore, it can be assumed that the death of a participant of a partnership of an individual may also be considered a law-terminating ground for these rights. However, such an assumption would be wrong. After all, they are part of corporate relations. The latter, as noted above, are capable of change, including by changing the subject composition. Therefore, for example, the death of a shareholder, as an event, gives rise to the succession of all corporate rights (obligations), which include both the right to participate and the right to information about the activities of a corporation. Of course, such consequences take place when a shareholder's heir accepts an inheritance. In the case, for example, of LLCs, in addition to an inheritance, a decision of a general meeting to accept a heir to participants is necessary, and in the absence of such consent, these rights are transferred to a company itself, unless otherwise provided by a general meeting of participants. Thus, the death of a corporation member is not a lawterminating act, but a law-changing fact.

2.3 Features of the legal structure in the mechanism of legal regulation of corporate relations

Completing the study of legal facts as the basis for the dynamics of corporate legal relations, the authors conclude that a certain set of circumstances of reality, with which the rules of law link such dynamics, in the legal literature is divided into: 1) a group of legal facts and 2) a legal (factual) set. Accordingly, a group of legal facts are several factual circumstances, each of which causes or can cause the same consequence, is fixed in the same norm and is a phenomenon of the same order [6]. V.B. Isakov referred to the legal (factual) population as a system of legal facts connected in such a way that legal consequences come only in the presence of all elements of this population. According to the author, the legal body encompasses interdependent elements, which alone may have no legal significance at all, or produce the consequences that the subjects of law sought [36]. For reasons of adherence to the principle of legal accuracy, the phrase “legal composition” is more successful, since different approaches to understanding the totality of legal facts, such as “legal entity”, “legal composition”, “actual composition”, etc., serve only to indicate a certain set of legal facts, which are necessary for the emergence of civil legal relations. If to consider that the legal facts are interconnected in such a way that the legal consequences come only in the presence of all elements of this set and it is such a composition that produces the legal consequences, then it is appropriate to call it “legal structure” [6]. Art. 11 of the Civil Code of Ukraine provides a list of legal acts that are grounds for the emergence of civil rights and obligations.

The first impression of reading this article leads to the fact that the legal facts enshrined in it can give rise to any civil rights and obligations. However, this is not true. For example, the conclusion of a contract of sale of shares does not speak about the occurrence between their acquirer and a company of corporate legal relations, since it is necessary either to make a decision by a general meeting of participants on the acceptance to a company, or to act on entry in the register of shareholders. Accordingly, both the fact of purchase and sale of shares and the fact of entry in the register of shareholders should be legal and only collectively will form the basis for the emergence of corporate relations. Most of the legal consequences in corporate relations are not established as a result of a separate legal fact, but arise from legal structures. This situation is not accidental, which is explained by the specifics of the corporate relations themselves and the requirements of the current legislation to regulate them. O.A. Krasavchikov pointed out that until the legal structure is complete in its scope and content, the elements that make up it remain only facts. These facts become legal only when quantitative changes (accumulations) in the composition end and qualitative changes occur. Only the completed composition is legal [9]. Therefore, the legal composition is a set of independent legal facts that have desired final legal consequences. This approach is supported by the view that legal composition is a system of legal facts (heterogeneous, independent circumstances of life, each of which may have the value of a separate legal fact), which is determined by the unity of elements that, by their totality, make it impossible to exclude any of legal facts of this composition [6].

CONCLUSIONS

Therefore, it should be noted that the reasons for the emergence, change and termination of corporate relations in the activities of corporations in their composition and quality can be simple and complex. The grounds that produce legal consequences only in the presence of one legal fact (for example, a transaction that does not require additional approval) can be attributed to the first. Whereas the second is based on several interdependent legal facts (entry in the register of shareholders, corporate agreement, etc.), and accordingly legal facts that have multiple legal directions (for example, a decision of a meeting of participants (shareholders)). Legal facts in the mechanism of legal regulation of corporate legal relations have all the signs of the traditional specific differentiation of legal facts that exist in the current legal doctrine and applicable law of civil law. At the same time, they have their own peculiarities, which are characteristic only of corporate legal relations.

The conclusions drawn are of theoretical importance for further investigations of the mechanism of legal regulation of corporate relations, as they allow to extend, through a deductive method, an idea of reasons for the emergence, change and termination of corporate legal relations. This, in turn, will contribute to the formation of a clear and consistent case law: establishing the grounds for the emergence, change and termination of corporate relations; identification of signs and necessary elements of such grounds; differentiating them from the grounds of occurrence of other legal consequences, etc.

REFERENCES

[1] Hryniak, A., Kot, O., & Pleniuk, M. (2018). Regulation mechanism of private legal contracting relations in civil law. Journal of Legal, Ethical and Regulatory Issues, 21(Special Issue 1), 14.

[2] Kozlova, N.V. (2005). Legal personality of a legal entity. Moscow: Statut.

[3] Kostruba, A.V. (2013). Understanding of law-terminating legal facts from the point of view of the grounds for termination of ownership: civil law aspect. Chronicle of the Kyiv University of Law, 2, 159-164.

[4] Kravchuk, V.M. (2005). Corporate law. Scientific and practical commentary on legislation and ship practice. Kyiv: Istina.

[5] Lomakin, D.V. (2008). Corporate legal relations: general theory and practice of its application in business companies. Moscow: Statut.

[6] Pleniuk, M.D. (2016). Grounds for binding legal relations in the mechanism of legal regulation. Kyiv: Private Law and Entrepreneurship Research Institute named after Academician FG Burchak of the National Academy of Natural Sciences of Ukraine.

[7] Thanks-Fateeva, I.V. (2012). Civilistics: Towards the formation of doctrines. Kharkiv: Golden Pages.

[8] Pleniuk, M., & Kostruba, A. (2018). Legal facts in the doctrine of private law of Ukraine. Kyiv: Burchak Research Institute for Private Law and Entrepreneurship of the National Academy of Legal Sciences of Ukraine.

[9] Krasavchikov, O.A. (1958). Legal facts in Soviet civil law. Moscow: Gosyurizdat.

[10] Zhukov, V.I. (1988). On the issue of a multifactorial model of law. Social and psychological sciences in improving the efficiency and culture of service. In Abstracts of all-Union scientific and practical conference V. II. (pp. 48-50). Tartu: Tartu University

[11] Bodnar, T.V., Belianevych, O.A., Patsuriia, N.B., Radzyviliuk, V.V., & Rieznikova, V.V. (2019). Issues and prospects of legal regulation of commercial concession in Ukraine. Asia Life Sciences, 2, 847-862.

[12] Almlof, H., & Bjuggren, P. (2019). A regulation and transaction cost perspective on the design of corporate law. European Journal of Law and Economics, 47(3), 407433.

[13] Slipchenko, S.O. (2014). The mechanism of legal regulation of personal nonproperty relations with current assets. Kharkiv: Kharkiv National University of Internal Affairs.

[14] Karmaza, O.O., Makhinchuk, V.M., Derkach, A.L., Spektor, O.M., & Sheludchenkova, A.S. (2019). Application of “piercing the corporate veil” doctrine in the Ukrainian law. International Journal of Economics and Business Administration, 7(4), 524-538.

[15] Tait, A.A. (2017). Corporate family law. Northwestern University Law Review, 112(1), 1-60.

[16] Luts, V.V. (Ed.). (2010). Corporate Law of Ukraine. Kyiv: Yurincom Inter.

[17] Ashtaeva, S.S., Ashtaev, J.S., Lidjeeva, K.V., & Rubeko, G.L. (2015). The legal

status andresponsibility of the state corporations in the russian

federation. Mediterranean Journal of Social Sciences, 6(3), 200-205.

[18] Ashtaeva, S.S., Deriugina, T.V., Noyanova, A.A., Hasikova, E.K., & Burinova, L.D. (2015). Acts of corporations as the main factor in the lapse of the right of participation in corporations. Mediterranean Journal of Social Sciences, 6(3), 169173.

[19] Carr, C. (2019). Corporate social responsibility, human rights and law firms. Alternative Law Journal, 44(3), 220-225.

[20] Heaton, J.B. (2017). The “long term” in corporate law. Business Lawyer, 72(2), 353366.

[21] Slipchenko, S.O. (2015). The subjective composition of transactions regarding commitment of which is of interest. Journal of Eastern European Law, 13. Retrieved from http://easternlaw.com.ua/.

[22] Cumming, D., Filatotchev, I., Knill, A., Reeb, D.M., & Senbet, L. (2017). Law, finance, and the international mobility of corporate governance. Journal of International Business Studies, 48(2), 123-147.

[23] Kamyshansky, V.P., & Karnushin, V.E. (2016). Civil relation: socio-psychological aspect. Moscow: Statut.

[24] Malcev, V.A., Kamishansky, V.P., Slesarev, V.L., Elyazyan, A.S., & Ryzhik, A.V. (2018). The protection of the right to use the property by the European court of human rights judgments. International Journal of Civil Engineering and Technology, 9(10), 2013-2019.

[25] Zhornokui, Yu.M. (2015). General provisions on protection of non-property rights of participants of business associations. Law and Innovation, 1, 148-153.

[26] Zhornokui, Yu.M. (2015). Corporate conflicts in joint stock companies: the civil aspect. Kharkiv: Pravo.

[27] Magaziner, Ya.M. (2006). Selected works on the general theory of law. St. Petersburg: Legal Centre Press.

[28] Kultyshev, S.B. (2006). Disposal of claims through assignment (Candidate thesis, Far Eastern State University, Tomsk, Russian Federation).

[29] Slipchenko, A.S. (2018). Methods andforms of civil turnover (Candidate thesis, V.N. Karazin Kharkiv National University, Kharkiv, Ukraine).

[30] Raz, A. (2018). Share law: Toward a new understanding of corporate law. University of Pennsylvania Journal of International Law, 40(1), 255-321.

[31] Orlova, I.V., & Sokolova, T.D. (2017). The role and functions of public councils in enhancing effectiveness of regional state authorities. RUDN Journal of Sociology, 17(1), 124-132.

[32] Kizdarbekova, A.S. (2011). Termination of legal relations of shared ownership.

Bulletin of the Karaganda StateUniversity,3. Retrieved from

[33] Voronov, A.M., Kobzar-Frolova, M.N., Redkous, V.M., & Gogolev, A.M. (2019). Civil society of modern Russia: Problems of implementation of constitutional rights and freedoms. International Journal of Economics and Business Administration, 7, 243-251.

[34] Park, J.J. (2017). Reassessing the distinction between corporate and securities law. UCLA Law Review, 64(1), 116-182.

[35] Zhornokui, Yu.M., & Slipchenko, S.O. (2019). Personal intangible rights in the national doctrine of civil law. Law of Ukraine, 1, 105-119.

[36] Feigerlova, M., & Pauknerova, M. (2018). Private international law for corporate social responsibility. Lawyer Quarterly, 8(4), 379-399.

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