Applicability of Contractarian Theory of a Firm to Determination of Position of Minority Shareholders of Russian Non-Public Corporations

Goal. In the article applicability of contractarian theory of a firm to analysis of status of minority shareholders of non-public corporations is researched. The theory was elaborated in foreign literature (for instance, in the articles of F.H. Easterbrook and D.R. Fischel), but is still significantly unknown to Russian law science, aspects of its relations with Russian law was not examined. Conclusions. It is noted in the article that the theory see minority shareholders as subjects of relations regulated by voluntary acts (contracts) of different legal nature, which are made irrationally and require state intervention. The conclusion that Russian law is based upon the premises which are not contradictory to the contractarianism is made on the basis of analysis of the positions of the Supreme Court of the Russian Federation and Russian legislation. Russian law also sees corporate relations of members as based upon transaction which as contracts are voluntary, but sometimes require state intervention. Essence of contracts, according to contractarianism, is not reduced to legal relationships, but anyway has legal significance. It is also proves applicability of the theory in Russia. Theoretical significance. For the first time the conclusion about possibility of application of contractarian theory is made due to significant uniformity of positions of the theory and Russian law. The theory provides alternative economic view for the law scholars as to position of minority shareholders as similar to the position of a weak party of a contract, not a weak party of corporate relations.

corporate law, non-public corporation, minority shareholder, contractarian theory, law and economics