Responsibility of the Sole Executive Body when a Participant of the Company Makes a Decision on the Disposal of Goods

Abstract

The article deals with the issues of responsibility of the sole executive body of the company, the distribution of the burden of proof when filing a claim for recovery of damages from the executive body of a legal entity, as well as the issue of the existence of an independent will of a legal entity. The relevance of the topic is caused by a significant increase in the number of foreign companies selling business in Russia in 2022–2023. These processes are often associated with the disposal of commodity residues and raw materials in order to protect intellectual property and avoid illegal trafficking of their products. However, such actions may not coincide with the interests of the new owner (new participant) of the company whose shares are being sold. In such a situation, a new participant of the company has the right to make claims to the sole executive body of the company for recovery of losses, since it was the executive body that realized the will of the previous participant by carrying out actions that caused damage to the company. The methodological basis of the research for writing the article consists of logical, systematic and formal-legal (dogmatic) methods. As a result of the study, conclusions were drawn about the identity of the will of the participant of the company and the will of the company itself, in connection with which, when changing it and submitting requirements to the executive body of the company, the principle of estoppel is subject to application. These actions should be qualified as an abuse of the right, and therefore the satisfaction of such requirements should be also refused