The Grounds for Development of Corporate Liability Category in Civil Law

The article reveals the regulatory, theoretical and practical foundations of developing a corporate liability category. The essence of corporate liability lies in the fact that it arises in relative corporate relations associated with the management of legal persons. The normative basis for corporate liability performs self selection in p. 1 of Art. 2 of the Civil Code of the Russian Federation corporate relations as an independent variety of civil law relations associated with participation in corporate organizations or with their management. The normative basis of corporate liability is also the special nature of legal sources providing for corresponding liability: these are the norms of legislation on legal entities, corporate acts, and a corporate agreement related to the management of a legal entity. The theoretical basis for identifying the corporate liability category is the relativity of corporate management duties established by corporate law, the violation of which causes harm and the violation of the subjective civil rights of other participants of civil turnover. The article reveals the practical grounds for identifying the corporate liability category, which are expressed in the absence of uniform judicial practice in resolving several key issues for the prosecution of participants of corporate relations. These include issues of correlation of norms on corporate, tort, contractual liability, on the liability of controlling persons in bankruptcy, on public liability of a legal entity. Also unresolved in practice are questions about determining the legal nature of the liability of controlling persons in bankruptcy; on the content of the fiduciary duty to act in good faith and reasonably in the interests of a legal entity. A special set of principles of corporate liability is proposed (the principle of separate property liability, principles of specialty, personalization and differentiation) and the reasons for their establishment. The purpose of the article is to justify the need to develop a separate category of corporate liability in civil law. Based on the study of the Russian doctrine and judicial practice a number of conclusions and proposals were prepared regarding the essence of corporate liability and necessity of its allocation in a separate civil category. The basics of the study are general methods of study (analysis and synthesis, induction and deduction, system analysis) and methods of legal science (methods of comparative law, literal, systematic, teleological and historical interpretation of legal norms).