Corporate Suits Brought by Corporate Members

Abstract

The protection of rights and legal interests can be carried out by the corporation in the person of its participants, as well as members of management bodies. In the legal literature, claims brought by members of a corporation in defense of its rights and legal interests are traditionally referred to as indirect (derivative). At the same time, indirect suits are initially not typical of the Russian legal order. They originated in Anglo-Saxon law, where there is a dichotomous division into direct suits of participants (direct suits), the possibility of which is an exception to the general rule and is associated with the inability to achieve the goals of legal protection by suing the corporation itself in the person of the participant (derivative suit). It does not seem entirely correct to call the suits brought by a corporation, if they are brought by a participant, indirect, since the corporation is an independent subject of law, and Russian corporate law at the present stage of development does not provide for the possibility of direct claims by the participants of the corporation, bypassing the corporation itself. Taking into account the above, there is no need to separate an indirect claim into a separate category, since this claim is aimed at protecting the rights and legal interests of the direct subject of a disputed substantive legal relationship.