State regulation of the activities of corporate structures. The aim of the course “Corporate Law. State control in the economy

Chereshnev Maxim Andreevich, Postgraduate student of the Faculty of Public Administration, Moscow State University. M.V. Lomonosov, Assistant to the Deputy of the State Duma of the Federal Assembly of the Russian Federation, Russia

Post-graduate student, Department of Public Administration, Lomonosov Moscow State University, Assistant to a Deputy of the State Duma of the Federal Assembly of the Russian Federation

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The article is devoted to the issues of state regulation of the activities of TNCs. The negative consequences and positive effects associated with their activities in the host country are considered.

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Transnational corporations (TNCs), on the one hand, represent an opportunity for the development of states, on the other hand, they are becoming more influential than many states. In this regard, a natural question arises as to how to carry out their state regulation.

Each country individually can influence, with the help of its legislation and administrative measures, not the entire transnational corporation, but only its part operating within its state borders, unless the company's headquarters are located here. It is in this limited legal impact that its ineffectiveness is rooted. It is possible to increase it only by regulating the activities of the TNK control center - the parent or parent company. However, the regulation of TNCs is a special kind of regulation.

State regulation of the activities of TNCs has a special specificity due to the peculiarities of the very economic nature of TNCs. Moreover,by itself, a transnational company is not a single subject of law, it is an organization of several (sometimes tens, or even hundreds) of legally independent legal entities.

State regulation of the activities of TNCs

The first issue in the interaction of TNCs and the state is the issue of separating TNCs as an independent subject of economic relations. Indeed, in reality, in Russia, most TNCs are present in the form of a group of companies of various legal forms from simple limited liability companies (for example, LLC Procter and Gamble) to fairly structured joint-stock companies (such as TNK- BP "). Still, it is impossible to say unequivocally whether this or that company is a TNC structure or an independent player, since long chains of founders are actively used, which can be carried out through offshore companies.

It is also necessary to clearly understand what threats are caused by ignoring the issue of state regulation of TNCs. Indeed, along with the positive aspects of the functioning of TNCs in the system of the world economy, there is also their negative impact on the economy of both the countries where they operate and those countries where they are based: the creation of an unpromising role for the country in the system of division of labor, the threat of concentration in the country old technologies, the seizure of the most promising industries by TNCs and the displacement of domestic producers from the markets, an increase in the risks of investment processes, a reduction in budget revenues due to the use of various taxation schemes, etc.

In order to overcome or minimize the negative consequences of the activities of TNCs, it is necessary to realize the emergence of new tasks that clarify the functions of the state when interacting with TNCs. TNCs have in their arsenal teams of specialists who are responsible for both minimizing taxation and analyzing and creating special schemes to optimize their activities. Taking this fact into account, it is necessary to strengthen the position of state institutions as a set of structures that regulate the financial and economic activities of TNCs in the specific conditions of the Russian Federation.

Growing economic influence of TNCs

The behavior of foreign TNCs in their development of the Russian market can damage both competition and the more global interests of Russia's national economic security (the so-called problem of money laundering). Competition policy authorities have shown great concern about these issues.

And here again the question arises of state regulation of the activities of TNCs. The state should act as an institution that will ensure the transparency of transactions and create mechanisms to control investment flows and outflows. Of course, each state is interested in the inflow of investments and increasing the attractiveness of its country. The role of the state in this context is to simultaneously create conditions for investment and ensure compliance with these conditions.

Today TNCs have turned from objects into subjects of international politics, actively participating in all global processes taking place in the world. In foreign policy, TNCs implement their own corporate diplomacy, and to successfully ensure internal corporate policy, they have created their own corporate ideology. Along with the major powers, they have their own numerous special services, and weapons, which are produced, for example, by only one General Dynamics, can arm the army of more than one state.

As a result, state regulation of TNCs can go beyond the state to the international level to ensure the rules of the game with such powerful economic actors as TNCs. State regulation of the international economic and political field can be manifested in the initiation of international conventions and rules to protect national economies.

In the future, TNCs will be able to become the dominant force in the world economy, replacing national states as its main objects. That is why, at present, the issue of state regulation of the activities of TNCs should be given special importance.

The influence of TNCs on the political life of the country

Given the interest of TNCs in political control over the activities of states, one of the forms of state regulation of their activities should be limiting the participation of TNCs in the internal political life of the country, expressed in the prohibition of financing parties and candidates from the budgets of corporations. This aspect is of particular importance for ensuring and preserving the interests of the state, which is in close cooperation with TNCs.

Operating in host countries, TNCs are actively involved in the local political process. Their representatives join the national associations of industrialists, within which they get the opportunity to contact the leaders of local authorities. Corporations also make their "contribution" to the electoral and other funds of local political parties, with the aim of obtaining certain commercial benefits, which also indirectly affect the political course of the host country. That is why the function of the state in limiting the participation of TNCs in the political life of the country requires special attention.

Along with state regulation of the activities of corporations within the country, it is advisable to take measures to ensure and promote the interests of TNCs that have their headquarters in this country. Thus, in Russia, more attention should be paid to the development of domestic TNCs entering international markets and to promote the formation of a stable political and economic field for domestic TNCs in other countries.

Creation of national codes for the activities of TNCs

The relationship of TNCs with host countries is also ambiguous. It should be noted that the capital invested by corporations in the economy of host states becomes an integral part of the reproduction process. TNCs are helping to spread international standards by placing the same demands on the workforce of different countries, seeking to improve the efficiency of their operations, which helps to increase the productivity of the host country through industrial growth. The activities of TNCs also contribute to the process of de-bureaucratizing local government procedures, such as those related to investment or privatization. Often, it is the activities of TNCs that act as the driving force behind the revision of various legislative norms, reforming bureaucratic structures towards optimization and liberalization.

The creation of national codes for the activities of TNCs within the home country should become one of the functions of state regulation. The existence of a system of such codes would make it possible to ensure the transparency of TNCs and limit the negative consequences of possible economic maneuvers by corporations.

TNCs operate primarily for long-term investment purposes. Therefore, TNCs often contribute to the stabilization of the economic environment, including the financial one. However, the purpose of TNCs is to make a profit, so sometimes entire markets and even countries can become their victims on the way to achieving this goal. As a result, it is necessary to understand both the pros and cons of the activities of TNCs and develop specific measures of state regulation of TNCs to protect the economy from possible negative consequences.

Thus, it should be noted that state regulation of the activities of TNCs is necessary for the stable development of the state in the modern global economy. The noted aspects of state regulation of TNCs are the main ones and require special elaboration.

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The experience of the development of economically powerful countries in Western Europe, America, and the Asia-Pacific region in the 20th century has convincingly proved that national capital only becomes competitive at the international level when it has a powerful sector of integrated corporate structures effectively supported by the state. In Russian economic practice, the need for such support is only recognized by state bodies, but not implemented. The methods of state regulation of Russian corporations have not yet met the needs of the development of the corporate sector, which, in fact, is the core of the national economy.
Further progress in this sector depends to a decisive extent on the development and implementation of an effective state economic and industrial policy focused on the modern priorities of the country's industrial, scientific and technological development. These priorities should underlie the forecasts of its socio-economic development, be taken into account when adopting the federal budget, in investment programs of federal significance, in the formation of government orders, sectoral and regional programs, as well as complex areas of progress in the field of technology, technology and R&D. The selected priorities of industrial policy should be reflected in the development strategy of large corporations, and determine the nature of their interaction with intersectoral, sectoral and regional authorities.
The alignment of public and corporate interests is achieved in a variety of ways. In priority areas of scientific and technological development, for example, it is possible to create state and mixed corporations, whose governing bodies will include representatives of the state. It is also advisable to transfer state-owned shares of enterprises to the trust management of the central companies of corporations.
Effective measures of state regulation of the corporate sector are direct state financing of corporate structures, providing them on a competitive basis or on a contractual basis, tax incentives, state credit guarantees. Corporations can receive orders for the supply of products for state needs, as well as be involved in the implementation of federal targeted programs.
It is more effective to use indirect methods of state regulation to support large corporate structures, creating a general favorable financial and economic environment through tax, investment, credit, monetary, pricing policies, improving the legal framework, organizational and economic conditions of work, and market infrastructure. The legal basis for the activities of corporations includes corporate aspects of general business law, corporate law itself, and recommendatory norms of corporate relations (for example, the code of conduct for transnational corporations).
In addition, the system of state regulation of corporations includes control methods related to antimonopoly, tax, financial control, state registration, control over ensuring conditions for fair competition in the domestic and foreign markets.
The study of the experience of business in Russian regions and the activities of regional corporations shows that the correspondence between the interests of regional development programs and the interests of corporate management is not always achieved. In this regard, it becomes necessary to create an effective organizational and economic mechanism for the inclusion of corporations in the solution of regional socio-economic problems.
Taking into account the large role of the raw materials complex in the Russian economy, it is necessary to intensify the regulatory role of the state in relation to corporations working with national natural resources. First of all, the state is called upon, taking into account strategic national interests, to introduce into a clear regulatory framework the extraction and export of raw materials, not considering the raw materials direction as an uncontested source of budget revenues.
The principled approach of the state to large enterprises operating with strategically important natural resources may include the following actions.
Development by government bodies of assessments of the actual and predicted availability of mineral resources of each type with the issuance of scientifically grounded recommendations on the optimal permissible volumes of their production in the long-term, medium-term and annual periods.
Adoption at the government level of binding decisions on resource quotas of each type with the determination of their addressee (ministry, industry, sub-industry, region).
Organization of competitive and non-competitive distribution of resource quotas with the involvement of corporate systems capable of providing the state with reliable guarantees of their effective use (in terms of completeness and regularity of budget allocations, compliance with environmental requirements, etc.). Quotas should be provided taking into account the results of audits, business reputation of firms in the domestic and foreign markets.
Modern economic practice is replete with examples of how privatized associations operating on liquid export raw materials (gas, oil, timber, ore, fish and seafood) take advantage of imperfect legislation and use various methods of inappropriate maneuvering of financial flows, disrupting the natural balance of commercial and national interests.
With regard to large corporate systems that consume strategically important types of natural resources and whose products are in demand for export, the system of government regulation may include: 1) prohibiting or introducing extremely strict rules for justifying precedents for the export of raw materials at low prices; 2) the issuance of export quotas on a competitive basis only to those corporations that provide real guarantees (for example, in the form of a pledge of liquid property or the liabilities of first-class banks) of the timely payment of taxes to the budgets of all levels.
The creation of an effective system of state regulation of strategically important raw material organizations can effectively block the tendency for the raw materials business to operate on itself. At the same time, this system is able to mobilize additional financial sources to stimulate science-intensive and high-tech industrial corporate systems in those areas where market motivation is objectively limited (for example, in the aerospace complex).
Of course, not the entire corporate sphere should be covered by special mechanisms of government regulation or support. Most large corporate systems must operate in accordance with the general rules of business law, providing self-financing for their development.
Skillful use of the arsenal of tools and mechanisms of state regulation of the market economy, well-known in domestic and world practice, makes it possible to turn large corporations into a strategic partner of the state for pursuing economic policy, building up the country's industrial and innovative potential, enhancing its competitiveness in foreign markets in the context of globalization of the world economy.
Antimonopoly regulation of corporate systems is aimed at developing competitive relations in the commodity and financial markets, as well as protecting the rights of shareholders, consumers of products and other business partners from possible monopoly pressure. We note that the conditions for fair competition have not yet been created, which determine the efficiency of a market economy and contribute to an increase in the competitiveness of domestic enterprises. The necessary system of legal support is slowly being created, and the already adopted legislative acts need to be improved.
The danger of increasing monopoly, which is hidden in the concentration of economic power in the creation of corporate systems, can be successfully blocked by strong antimonopoly legislation and well-founded policy of the antimonopoly executive authorities. In accordance with the legislation, the federal antimonopoly body exercises control over various types of economic concentration, including the creation, merger and acquisition of commercial organizations and their associations (unions or associations). If actions bypassing the antimonopoly legislation are identified, then specific persons should be liable in the form of a fine, and the transactions themselves may be invalidated in court if they led to the dominance of specific economic entities in this product market and (or) to the restriction of competition.
State antimonopoly control is already operating at the stage of creating large business partnerships and companies, commercial organizations with authorized (joint-stock) capital divided into shares (contributions) of founders (participants), as well as their associations in the form of unions and associations.
Control over the activities of corporate systems is carried out to prevent abuse of their dominant position in the markets and to prevent the conclusion of anticompetitive agreements between the participants of one or several commercial organizations.
Russian legislation and the practice of its application do not at all qualify the fact of the dominance of an economic entity in the market as exclusively negative. Only the abuse of this dominant position is prohibited, i.e. causing direct harm to competitors or consumers. An organization that has certain market advantages should not arbitrarily raise prices, deny specific consumers in its products or services, or stop producing scarce goods. Actions (transactions) that entail the establishment, expansion or relief of market pressure of an economic entity are not permitted, if the negative consequences for the competitive environment are not compensated by an increase in the competitiveness of this entity in domestic and international commodity markets. The legislation makes it possible to prove that the positive economic and socio-economic effect from the creation of a corporate system will cover the damage caused by its appearance to the competitive environment in specific product markets.
Antitrust control of the economically viable integration of commercial organizations begins with their creation. According to the 1995 Federal Law “On Financial and Industrial Groups”, state antimonopoly control was introduced for all types of corporate systems wishing to obtain the legally regulated official status of a financial and industrial group. Control is carried out before their state registration and with subsequent changes in their composition.
The evaluation of the respective FIG projects includes two stages. At the first stage, the documents of the created (or created) central company of the FIG are analyzed on the basis of petitions or notifications of the founders about the creation of a commercial organization. At the second stage, a set of documents for the creation of the group itself is studied and an appropriate conclusion is made. In this way, the tasks of preventing the creation of new integrated structures of a monopoly nature in the domestic markets of Russia are solved, as well as blocking the conclusion of anticompetitive agreements by these groups. The geography of production and supply of products to each registered commercial organization, the commodity markets themselves, as well as the market share of these organizations for homogeneous or interchangeable products, both at the time of the creation of FIGs and in the future, are considered. At the same time, the submitted investment projects, programs and organizational projects are carefully analyzed.
When creating FIGs that unite a large number of commercial competing organizations supplying homogeneous or interchangeable goods to the market, it is possible to limit their right to independently make decisions leading to the conclusion of so-called cartel agreements between group members. The purpose of cartel agreements is usually to increase prices by eliminating or drastically reducing competition.
Antitrust regulation makes it difficult for organizations to have a surplus of sales and distribution intermediaries in their marketing activities. Today, up to 50-70% of commodity exchange is carried out in non-monetary form, which distorts the real situation with competition. It is necessary to reliably provide legal support for the relationship between large corporate and small business as a subcontractor, primarily by legally protecting it from the disastrous situation of arbitrary termination of contracts.

A. S. AKIMOV, D. M. STRIKHANOVA1

National Research Nuclear University "MEPhI"

1 Moscow State Law Academy named after O.E. Kutafin

ON LEGAL REGULATION OF STATE CORPORATIONS

In 2007, federal laws were adopted on the creation of 6 large state corporations, and each corporation was created by a special federal law. . The paper analyzes the Civil Code, federal laws and other regulations governing the process of creation and activities of state corporations. A number of significant problems associated with the activities of state corporations have been identified.

Until 2007, the state only twice used the opportunity to create state corporations: in 1999, the State Corporation Agency for the Restructuring of Credit Organizations was created, which in 2003 was transformed into the Agency for Deposit Insurance in accordance with the adopted federal law. The agency is entrusted with the implementation of three interrelated socially significant functions aimed at creating a comprehensive system for protecting the interests of depositors and other creditors of banks, maintaining the stability of the banking system, namely: insurance of bank deposits, taking measures to prevent bank bankruptcies, managing liquidation procedures in insolvent credit institutions ( that is, the functions of a bankruptcy commissioner in bankruptcy of banks that attract funds from individuals). Thus, until 2007, state corporations were created in exceptional cases in the financial sphere at the junction of the powers of the Government of the Russian Federation and the Central Bank of the Russian Federation. At the same time, all laws determined in great detail the principles and procedures for the activities of these corporations, as well as regulation in the relevant areas, which to some extent compensated for the excessive framework (non-detailedization) of the basic norms of the law on non-profit organizations (1996), which defined the state corporation as an independent organizational - legal form.

In 2007, federal laws were adopted on the creation of 6 large state corporations with very significant tasks of an economic, social and political nature:

2) Russian Corporation of Nanotechnologies (GK "Rosnanotech") (July 2007) - to facilitate the implementation of state policy in the field of nanotechnology, the development of innovative infrastructure in the field of nanotechnology, the implementation of projects for the creation of promising nanotechnology and the nanoindustry;

3) The Fund for Assistance to Reforming the Housing and Utilities Sector (July 2007) - to create safe and favorable living conditions for citizens and stimulate the reform of the housing and utilities sector, form effective mechanisms for managing the housing stock, introduce resource-saving technologies by providing financial support from the Fund ;

4) State Corporation for the construction of Olympic facilities and the development of the city of Sochi as a mountain climatic resort (SC "Olympstroy") (October 2007) - for the implementation of managerial and other socially useful functions related to engineering surveys in construction, design, construction, reconstruction and organization of operation of facilities required for the XXII Olympic Winter Games and XI Paralympic Winter Games of 2014 in the city of Sochi, as well as for the development of the city of Sochi as a mountain climatic resort;

5) State corporation for the promotion of the development, production and export of high-tech industrial products "Rostekhnologii" (State corporation "Rostekhnologii") (November 2007) - to promote the development, production and export of high-tech industrial products by providing support in the domestic and foreign markets of Russian organizations - developers and manufacturers of high-tech industrial products, attracting investments in organizations of various industries, including the military-industrial complex;

6) State Atomic Energy Corporation "Rosatom" (State Corporation "Rosatom") (December 2007) - for the implementation of state policy, implementation of legal regulation, provision of public services and management of state property in the field of atomic energy use, development and safe functioning of the organizations of the atomic energy-industrial and nuclear weapons complexes of the Russian Federation, ensuring nuclear and radiation safety, non-proliferation of nuclear materials and technologies, developing nuclear science, technology and professional education, implementing international cooperation in this area.

These corporations received a wide range of functions, significant amounts of state property (funds from the federal budget and the Stabilization Fund; various production and financial assets), ensuring their activities for the long term.

Thus, the process of creation and activity of state corporations is regulated by special federal laws, as well as other normative legal acts adopted on their basis. In the Civil Code of the Russian Federation, state corporations are mentioned only twice, which is noteworthy in Art. 50, there is no mention of them at all, which indicates their temporary and unstable form. The Law on Non-profit Organizations defines a state corporation as a non-profit non-profit organization established by the Russian Federation on the basis of a property contribution and created on the basis of a special federal law to carry out social, managerial or other public benefit functions. The peculiarities of the legal status of a state corporation are established by a law providing for the creation of a state corporation, and the norms of this law have priority over the norms of the Federal Law “On Non-Commercial Organizations”. The creation of a state corporation also does not require constituent documents provided for in Art. 52 of the Civil Code of the Russian Federation. According to the law, the sources of the formation of the property of the state corporation are the property contribution of the Russian Federation and other sources, including regular and (or) one-time receipts (contributions) from legal entities, for which the obligation to make these contributions is determined by the federal law on the establishment of the corporation. The property of a public corporation is owned by the corporation itself. Any state corporation must be created by a special federal law . The procedure for reorganization and liquidation of a state corporation should also be determined by a separate legislative act. This already underlines the special status of such organizations and predetermines their small number.

Analyzing the above, the following features of state corporations can be distinguished:

1) it is a non-profit organization, which means there is no profit making as the main goal of the activity and, as a result, there is no obligation to transfer part of the profit to the founder;

2) it is a non-membership organization, which implies a strictly fixed participation in a state corporation, i.e. other persons cannot be admitted to a state corporation and, accordingly, no one except the Russian Federation can acquire the authority to manage and control the state corporation for her activities. This means that there can be no private capital in a state corporation. In turn, the Russian Federation cannot terminate its foundation without liquidating the state corporation itself;

3) this is an organization established by the Russian Federation, on behalf of which individual state bodies act (for example, when forming the governing bodies of a state corporation);

4) it is created on the basis of a property contribution of the Russian Federation, where the property contributed with a state corporation may be the property of liquidated organizations, property complexes of federal state unitary enterprises, budgetary funds, securities in federal ownership, rights of claim under contracts;

5) the property of the state corporation is its property;

6) is created on the basis of a special federal law, in accordance with which it carries out its activities and which performs the functions of constituent documents;

7) the state is not responsible for the obligations of the state corporation;

8) is created for the implementation of social, managerial and other socially useful functions and has the right to carry out entrepreneurial activities insofar as it serves the achievement of these goals, which means a strictly targeted nature of its activities and the use of property.

However, since the law provides that the features of the legal status of a state corporation are established in a special law adopted at its creation, these features can be changed in each specific case.

Consequently, the state corporation is a new organizational and legal form based on a new form of ownership and possessing property independence, which is created for the implementation of social, managerial and other socially useful functions. The property independence of a legal entity presupposes that it has some property on the right of ownership or on some limited property right (the right of economic management or operational management), which is in a certain way separated from the property of other persons (part 1 of article 48 of the Civil Code of the Russian Federation). So, the property transferred to the state corporation by the Russian Federation becomes the property of the state corporation, and not the state as a founder, which the state corporation uses for the purposes determined by the law providing for the creation of the state corporation. Thus, the state corporation owns, uses and disposes of the property transferred to it by the Russian Federation on the basis of ownership.

The creation of state corporations gave rise to many discussions about the rationality of this kind of state activity and led to a number of significant problems related to control over the activities of state corporations:

1) the vagueness of the concept of "socially useful functions" and, accordingly, the possibility of expansive interpretations when justifying the need to use this form, as well as a low level of control over the implementation of the functions assigned to the state corporation;

2) when creating a state corporation, there is actually a free transfer of state property, while no principles for managing the property of state corporations have been established, which generates additional risks, problems associated with exercising control over the activities of state corporations and performing the functions and tasks assigned to them.

3) due to minimal state interference in the activities of state corporations, financed both by business and by the budget, there is actually an uncontrolled disposal of the received budgetary funds, as well as property that has passed from the state to the state corporate.

The legislation governing the activities of public corporations has certain flaws, namely:

1) the creation of each corporation requires the adoption of a separate law, i.e. it turns out that the regulation of state corporations is carried out on an individual basis and in some cases is not consistent with the current legislation;

2) the "framework" of the adopted laws on the creation of state corporations, that is, almost all the adopted laws are distinguished by a low level of detailing of the conditions and principles of corporations' activities (with the only exception in the form of the law on the creation of the Fund for the Promotion of Housing and Utilities Reform) and require adoption of a number of bylaws, the definition of very significant procedures at the level of the corporation itself;

3) a low level of "unification" of the norms of the adopted laws on the creation of state corporations, since the goals, objectives and activities of each corporation are very individual, but even in the case of essentially similar norms, their presentation differs significantly, including in detail and style;

4) in most laws on the creation of state corporations, either criteria for assessing the degree of achievement of their statutory goals (Rostekhnologii, Rosnanotech and DIA) are completely absent, or the criteria refuse to be significantly narrower than the stated goals and do not allow monitoring the degree of their achievement (Rosatom and Vnesheconombank). The only exception is Olympstroy;

5) for the majority of state corporations, there are no medium and long-term planning procedures, with the exception of Rosatom (but even here there are no restrictions on the revision of the program indicators). The laws do not prescribe possible sanctions for non-fulfillment of programs and inconsistency of actual values ​​of indicators with target values, as well as procedures for revising programs in such cases at the initiative of the founder.

It is important to note that in accordance with the message of the President of the Russian Federation to the Federal Assembly of 2009, the state corporation is considered as a hopeless form in modern conditions. So, corporations that have a legal time frame for work should be liquidated upon completion of their activities, and those that operate in a commercial, competitive environment should eventually be transformed into joint stock companies controlled by the state (they are either retained in the public sector, or will be sold to private investors).

From all of the above, it follows that: firstly, it is necessary to adopt a number of bylaws in order to detail the conditions and principles of activity of each state corporation to ensure their practical work and fulfill the tasks determined by federal laws on their creation; secondly, increasing the level of control over the use of property transferred to the state corporation and its rational use, as well as over the performance of the functions assigned to it by the state corporation, is an important task facing the state.

BIBLIOGRAPHY

1. Federal Law of 01.01.2001 "On the Restructuring of Credit Institutions" // Collected Legislation of the Russian Federation, 12.07.1999, No. 28, Art. 3477.

2. Federal Law of 01.01.2001 "On the Insurance of Deposits of Individuals in Banks of the Russian Federation" // Collected Legislation of the Russian Federation, 29.12.2003, No. 52 (Part I), Art. 5029.

3. Federal Law of 01.01.2001, No. 82-FZ "On the Development Bank" // Collected Legislation of the Russian Federation, 28.05.2007, No. 22, Art. 2562.

4. Federal Law of 01.01.2001 "On the Russian Corporation of Nanotechnologies" // Collected Legislation of the Russian Federation, 23.07.2007, N 30, Art. 3753.

5. Federal Law of 01.01.2001 "On the Fund for Assistance to Reforming the Housing and Communal Services" // Collected Legislation of the Russian Federation, 23.07.2007, No. 30, art. 3799.

6. Federal law of 01.01.2001 "On the state corporation for the construction of Olympic facilities and the development of the city of Sochi as a mountain climatic resort" // Collected Legislation of the Russian Federation, 05.11.2007, No. 45, Art. 5415.

7. Federal Law of 01.01.2001 "On the State Corporation" Russian Technologies "// Collected Legislation of the Russian Federation, 26.11.2007, no. H.), Art. 5814.

8. Federal Law of 01.01.2001 "On the State Atomic Energy Corporation" Rosatom "// Collected Legislation of the Russian Federation, 03.12.2007, No. 49, Art. 6078.

Introduction 3
Chapter 1. Concept of corporation and corporate activity, public and non-public corporations 6
1.1. The concept of corporate legal entities and corporate activities 6
1.2. The concept of public and non-public corporations, features and problems of their regulation 11
Chapter 2. Education and corporate governance 17
2.1. Corporation formation 17
2.2 State regulation of affiliated persons and related party transactions 24
Conclusion 31
Literature and normative material 33

Introduction

The relevance of the research topic is determined by the need to develop the Russian economy, attract foreign investment, improve the management of corporations, including those with state participation and especially those related to natural monopolies.
The relevance of the topic of researching the legal regulation of corporations in the Russian Federation is also determined by the numerous problems of law enforcement practice, which is partly due to the problems of legal regulation and the ambiguous understanding of a number of key elements of the organization and activities of corporations in the theoretical sphere.
That is why the study of the legal regulation of the organization, activities, management of corporations, the protection of the rights of their participants, especially of such a type as joint-stock companies and a number of others, are under close scrutiny, both by the legislator and representatives of science and practice.
legal changes, the need to improve the organization and activities of corporations, as we noted, integration into the international economic space, the creation of cross-border corporations, contribute not only to the continuing interest of researchers, but also to the publication of new monographic works and dissertations. Among the authors whose works have been published in recent years, M.A. Salfetnikova, R.O. Fatkhullina, D.B. Gaponenko, E.O. Dmitrieva, A.V. Pavoyuka, E.V. Filippova, and other authors.
Paying tribute to the ongoing research, we note that many theoretical and practical problems remain unresolved.
The object of the research is social relations in the organization and activities of corporations as subjects of civil turnover.
The subject of the research is the theoretical ideas of scientists about the essence of corporations, as well as the norms governing relations in the field of creation and activities of corporations.
The purpose of the study is to identify, on the basis of current legislation and law enforcement practice, the problems of legal regulation of the organization and activities of corporations and formulate proposals for its improvement.
To achieve this goal, the following tasks were set:
- consider the concept and legal regulation of corporate legal entities;
- consider the features of public and non-public corporations;
- consider the process of forming a corporation;
- consider the regulation of interested party and affiliation transactions.
The methodological basis of the study was made by the dialectical method of cognition of social relations, which consists in identifying the general trend in the development of the organizational and legal corporate form and its practical use and the relationship of the corresponding processes. The generalization of phenomena and processes in the organization and activities of corporations, the analysis of legal definitions and categories, law enforcement and judicial practice was carried out using the systemic method and the method of analysis and synthesis. The comparative legal method was used to clarify the advantages and disadvantages of corporations as an organizational and legal form of management and factors of their practical use, as well as to analyze the content of the relevant legal norms of national legislation and the legislation of other countries. The historical method was used to determine the genesis of the development of the organization and legal regulation of corporations, and the formal-logical and logical-legal method was used to analyze the relevant legislation and design proposals for its improvement.

Bibliography

1. "The Constitution of the Russian Federation" (adopted by popular vote on 12.12.1993) (taking into account the amendments introduced by the Laws of the Russian Federation on amendments to the Constitution of the Russian Federation of 30.12.2008 N 6-FKZ, of 30.12.2008 N 7-FKZ, of 05.02.2014 N 2-FKZ) // SPS Consultant Plus
2. "Civil Code of the Russian Federation (part one)" dated 30.11.1994 N 51-FZ (as amended on 02.10.2016)
3. Federal Law of 05.05.2014 N 99-FZ (as amended on 28.11.2015) "On Amending Chapter 4 of Part One of the Civil Code of the Russian Federation and on invalidating certain provisions of legislative acts of the Russian Federation"
4. Federal Law of 08.02.1998 N 14-FZ (as amended on 01.09.2016) "On limited liability companies"
5. Federal Law of 19.07.1998 N 115-FZ (as amended on 21.03.2002) "On the peculiarities of the legal status of joint-stock companies of workers (people's enterprises)"
6. Federal Law of 22.04.1996 N 39-FZ (as amended on 03.07.2016) "On the securities market" (as amended and supplemented, entered into force on 09.02.2016)
7. Federal Law of December 26, 1995 N 208-FZ (as amended on September 1, 2016) "On Joint Stock Companies"
8. Federal Law of June 29, 2015 N 210-FZ "On Amending Certain Legislative Acts of the Russian Federation and Recognizing Certain Provisions of Legislative Acts of the Russian Federation invalid"
9. <Письмо>Bank of Russia dated 01.12.2014 N 06-52 / 9527 On the application of the legislation of the Russian Federation in connection with the entry into force of the new edition of the Civil Code of the Russian Federation Information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated 24.05.2012 N 151<Обзор практики рассмотрения арбитражными судами споров, связанных с исключением участника из общества с ограниченной ответственностью>
10. <Письмо>Of the Bank of Russia of 18.08.2014 N 06-52 / 6680 "On some issues related to the application of certain provisions of the Federal Law of 05.05.2014 N 99-FZ" On amendments to Chapter 4 of part one of the Civil Code of the Russian Federation and on the recognition as invalid certain provisions of legislative acts of the Russian Federation "
11. <Письмо>Bank of Russia dated November 25, 2015 N 06-52 / 10054 "On some issues of application of the Federal Law of June 29, 2015 N 210-FZ" On amendments to certain legislative acts of the Russian Federation and invalidation of certain provisions of legislative acts of the Russian Federation "

12. Judicial practice
13. Determination of the Constitutional Court of the Russian Federation “On the complaint of citizen Sattarov Shavkat on violation of his constitutional rights by the provisions of paragraph 1 of Article 81 and paragraph 1 of Article 84 of the Federal Law“ On Joint Stock Companies ”dated 02.11.2011 N 1486-O-O. // SPS Consultant Plus
14. FAS VSO dated 09.07.2014 in case No. A33-18502 / 2014 // ATP Consultant Plus

15. Literature

16. Administrative and legal regulation of the activities of joint stock companies. Abstract of thesis. dis. ... Cand. jurid. Sciences / Pavlyuk A.V. - M., 2013 .-- 22 p.
17. Administrative and legal status of state corporations: monograph / Salfetnikov M.A. - M .: Jurlitinform, 2013 .-- 144 p.
18. Andreev V.K. Corporation as an independent subject of law // Civil law. - M .: Jurist, 2015, No. 1. - P. 7-13
19. Affiliated persons as a legal institution and a legal means of resolving conflicts of interest in the field of entrepreneurial activity. Abstract of thesis. dis. ... Cand. jurid. Sciences / Ebralidze L.D. - Kazan, 2014 .-- 26 p.
20. Akhmetova Yu.V. Joint-stock company as a subject of corporate rights // Collection of postgraduate scientific works of the Faculty of Law. -: Kazan Publishing House. University, 2011, Issue. 12. - S. 53-58
21. Burlaka SN Corporations in Russian civil law // Economy, society, people: theory, methodology, reality [Text]: collection of articles. scientific. publications: [in 2 hours] / [otvet. for issue. D. A. Karkh]. - Yekaterinburg: Ural Publishing House. state econom. University, 2015. Part 1. - 221 p. 140-144
22. Civil liability of members of the board of directors of a joint stock company. Abstract of thesis. dis. ... Cand. jurid. Sciences / Filippova E.V. - M., 2014 .-- 26 p.
23. Foreign corporations and foreign investments in Russia (XIX - early 30s. XX centuries): historical and legal research. Abstract of thesis. dis. ... Cand. jurid. Sciences / Gaponenko D.B. - Saratov, 2014 .-- 21 p ..
24. The legal status of transnational corporations. Abstract of thesis. dis. ... Cand. jurid. Sciences / Fatkhullin R.O. - M., 2014 .-- 23 p.
25. Transactions with an interest in the practice of joint stock companies: problems of legal regulation / Gabov A.V. - M .: Statut, 2005. p. 5
26. State participation in joint stock companies: legal problems. Abstract of thesis. dis. ... Cand. jurid. Sciences / Grishchenko O.I. - M., 2014 .-- 33 p.
27. Kholmetskaya E.A. Corporate law as a social system // Bulletin of Omsk University. -: Publishing house of OmSU, 2011, No. 4 (29). - S. 32-41

Overall volume: 35 pages

Year: 2017

The state, organizing society (including the economy), does not itself turn into an entrepreneur, but remains a political organization, organizing social processes in its own ways: the issuance of laws (the function of the legislative branch), the organization of the execution of laws (the function of the executive branch), the resolution of social conflicts (the function of the judicial authorities).

In countries with market economies, the goal of streamlining the market is also pursued, but not by replacing it with a state economy, not by abolishing the freedom of entrepreneurship, but by establishing reasonable limits of this freedom, seeking and legislative consolidation of the balance of public interests. The state here influences economic development only by indirect methods, guaranteeing the inviolability of private property and profits, observance of the rules of competition, etc.

Modern Russia is integrating into the world economy and cannot ignore the rules by which the world economy develops. Much has been done for this, but the Russian economy is still going through a crisis state determined by the transition from directive to market management. Therefore, some more time will be required than in a stable market economy, state intervention in the economic sphere. However, in any case, such interference should be regulated by law, balancing the various public interests.

State regulation of a market economy should be manifested in necessary and sufficient requirements that reflect the interests of society as a whole. The legal forms of state regulation are acts of various state authorities: legislative, executive, judicial. All power in a democratic society, as you know, belongs to this very society (people). Society delegates power to various institutions of power created by it (legislative, executive, judicial), which make up both the state and, at the same time, various balanced branches of power that exclude the usurpation of all power in one hand.

An important characteristic of the economic system is the objective presence and operation of the appropriate infrastructure in it, including in the activities of corporations.

Government regulation of corporate activities differs significantly depending on the type of corporation, its area of ​​activity and other characteristic features. Measures of administrative and legal regulation applied to corporations are subdivided depending on the basis on which they are created - on the basis of exclusively private capital or with the participation of state capital. However, all types of corporations without exception are subject to such measures of administrative and legal regulation as: registration and legalization procedure for formation and activities; targeted programming of the formation and development of corporations in priority areas for the state; antitrust regulation.

An important condition for the formation of Russian entrepreneurship is the existence of such factors as the capital market, the market for investment goods and the labor market.

To the main ones, i.e. the priority spheres of state regulation are considered by specialists:

Antimonopoly legislation with the recognition of a number of natural monopolies and monopoly regulation with the preservation of state monopolies for certain types of activities;

Currency restrictions in accordance with Federal Law No. 173-FZ of December 10, 2003 "On Currency Regulation and Currency Control";

Regulation of tariffs and prices (mainly for products and services of natural monopolies);

Patent Law;

Consumer protection;

Government contracts;

Export of dual-use goods and technologies;

State assistance to private entrepreneurship.

The main directions of state regulation of entrepreneurial activity are specific areas in which state intervention in the economic activity of economic entities is necessary and legitimate to achieve a balance between the interests of society as a whole and the legitimate interests of economic entities. A number of priority tasks are subordinated to this main goal:

a) ensuring state and public needs, priorities in economic and social development;

b) formation of the state budget;

c) protection of the environment and use of natural resources;

d) ensuring employment of the population;

e) ensuring the security and defense of the country;

f) realization of freedom of entrepreneurship and competition, protection from monopoly;

g) observance of law and order in the foreign economic activity of entrepreneurs and foreign investment.

Business entities need to create additional favorable conditions for them and broader assistance from state structures - the formation of a regulatory framework, financial and credit, innovative means, information support, etc. This creates a state favored regime for all phases of small business activities.

In the literature, there are groups of methods for regulating the economy. The first group can include methods and methods of general regulation: a) introduction of general rules; b) establishing the procedure for the creation, reorganization and abolition of structures; c) determination of the order of their activities.

The second group includes software installation methods: a) target programs; b) thematic plans; c) concepts, functional rules (modes); d) control schemes; e) schemes of urban planning for the development of territories; f) general plans of cities; g) land registry.

The third group includes legalizing means: a) licensing; b) accreditation; c) certification.

The fourth group includes methods of normative and quantitative measurement: a) standards; b) quotas; c) prices; d) tariffs; e) standards; f) limits; g) taxes (fees); h) payment; i) rates (customs duties, etc.).

The fifth group includes ways to maintain the level of activity and to stimulate it: a) loans; b) benefits; c) deferrals; d) subsidies; e) subsidies; f) transfers; g) allowances; h) encouragement; i) government order; j) government purchases.

The sixth group includes control and accounting and "forbidden" methods: a) accounting; b) statistical reporting; c) inspections and other forms of control; d) prohibitions; e) restrictions; f) prescriptions; g) sanctions (fines, etc.); h) deprivation of legality (suspension, invalidation of transactions, actions, acts).

Business guarantees are of great importance in practice. One of them is the prohibition of interference by the state and its bodies in the activities of the enterprise, except on the grounds determined by legislation and within the established powers.

In the conditions of market relations, instead of planning "from above", bringing tasks and strict control over their execution, they influence the economy through lending, the tax system, price policy, certification of goods (works, services), preventing (limiting) the monopoly position of individual entrepreneurs on market and unfair competition.

Collection of tasks