De-facto Control in Modern Corporate Law

De facto control remains an underdeveloped institution of Russian corporate law, despite its long-standing presence in the text of the Russian Civil Code. The aim of this work is to comprehensively examine de facto control—its concept, characteristics, content, as well as the liability and legal status of individuals possessing such control. The first chapter of the work explores the concept and characteristics of de facto control through the lens of corporate control, and analyzes the relationship between de facto control and related institutions (de facto and shadow directors, controlling debtor persons). The second chapter investigates the mechanism and grounds for holding individuals with de facto control liable to the corporation's creditors and the corporation itself, as well as the rights that a person with de facto control may possess. As a result, the author establishes the concept and general and specific characteristics of de facto control, and concludes on the applicability of criteria and rules established by the Bankruptcy Law within this institution. The author also proposes the possibility of changing approaches to the scope of fiduciary duties and procedural rights of individuals with de facto control to prevent the violation of their civil rights.