Liability in Russian Corporate Law

Liability issues related to corporate activities are primarily regulated by general and special rules of the Civil Law in Russia that are mainly dispositive. The general liability rules consist of tort and contract liability provisions of the Civil Code. Special corporate norms are, in turn, included in the Civil Code provisions on juristic persons and legislation regulating corporate forms, and they concern liability of founders, shareholders and corporation as well as executives of corporation. The main form of civil liability is compensation for damages, the award for which generally requires that the illegal action and the caused damages as well as their causal relationship and the fault for causing the damages is proved in accordance with the rules on presumptions and burden of proof provided by the procedural rules. Traditionally, Russian civil liability rules have relied on the concept of illegality of an action (or breach of an obligation) that is to cause liability, which reflects the dominant role of legal supervision in the Russian legal system. However, in the event of liability of corporate executives, a breach of fiduciary duties could be regarded sufficient as a ground to qualify their actions as illegal without particular reference to concrete legal norms. Keywords: Civil liability; Corporation; Corporate executives; Illegality

The legal borders of the responsibility in private law

The given article is dedicated to the research of the conception and principles of civil responsibility and to the analysis of thedynamics and legal relationship’s matter of civil responsibility, it is determined the functions and regulations of civil responsibility andit is considered several questions about conditions and effectiveness of civil responsibility in the dissertation.The need of new meaning of the legal responsibility is attempt to set in the present article. In article the author’s position on thequestion of the reinterpretation legal liability is proposed, problems of a civil liability in the system of the legal responsibility are investigated,works of the Ukrainian and foreign scientists are analyzed and changes in the legislation of Ukraine are offered.The author of this article propose personal way of resolving the underlined problems. The deep analysez of the researchers ofUkrainian and foreign scholars are proposed.One only priority arising from this research is need for greater familiarity with the substance and the meaning of long establishedhuman rights terminology in the languages through which this discussion is really proposed.A new combination of substantive human rights information, drawn from a variety of sources and also professional terminologyis clear. Meets a critical need in Ukrainian legal cooperation, the main vision in this research is definitely argued with the conditionsregards the main learning about legal liability. Written in a clear form, this publications combines factual information, according to thenowadays legislation, with a variety points of view of majority scholars. The main purpose of this article is emphasized mainly throughthe legal “bridge» of diversity by top meaning. However, the author’s point regards the borders of liability in private law is well-doneindeed.Notwithstanding its somewhat misleading name, it is clear that equitable form of liability can function, in some cases at least asa cause of action. The legal responsibility arising where a defendant breaches a contract or commits a delict may be seen as a ordinary(not twice) liability, as it depends on a delict by the defendant of a primary duty, imposed by the law of contract actually. The concept of an equity by contract liability may appear to be somewhat fabulous. It is often said for example, that, even after the facts giving riseto the enable rights have occurred, but before any court order in his or her favour, a claimant has only an “inchoate equity», rather thanany more specific right against the defendant. The conceptual doctrine fits well, on the other hand, with the idea of a primary liabilityaltogether is presented by authorThe legal borders of the private responsibility: The article is devoted to the multidisciplinary research about the borders of theprivate responsibility in the law system. The author vision in the research is emphasized mainly on the problem of determination.

Accounting for Business Combinations (Topic 805)

This article discusses the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805, as promulgated by the 2019 Accounting Standards Update (ASU) concerning Business Combinations. It focuses on revenue from contracts with customers. Several concerns regarding how and when to recognize an assumed liability after a business combination were raised by users and preparers of financial statements. Concerns emerged from the differing views on how a liability (that is, performance obligation) is defined within the FASB ASC Topic 606 regarding revenue from contracts with customers. Determining how and if a contract liability is recognized in a business combination from a revenue contract were the major concerns. This article reviews a brief history of business combinations and contracts with customers. It explores the issue from various accounting perspectives (such as financial and managerial accounting, tax accounting, governmental accounting issues, ethical implications, and international accounting). Potential questions for future research regarding this topic are presented. The 16 Comment Letters sent to the FASB are discussed. The results of a survey administered as part of this research are presented.

The Role of Fault in Contract Law

Chapter 12 considers the role of fault in contract law. Restatement Second of Contracts provides that “Contract liability is strict liability. It is an accepted maxim that pacta sunt servanda, contracts are to be kept. The obligor is therefore liable in damages for breach of contract even if he is without fault . . . .” Similarly, the Farnsworth’s treatise states that “contract law is, in its essential design, a law of strict liability, and the accompanying system of remedies operates without regard to fault.” These statements, and many others like them, are incorrect. As a normative matter fault should be a building block of contract law. One part of the human condition is that we hold many moral values concerning right and wrong, and therefore fault. Contract law cannot escape this condition.

Reconsidering Revenue Recognition

SYNOPSIS: This commentary summarizes the materials presented and some of the discussion at the November 2007 AAA/FASB Financial Reporting Issues Conference. The topic of the conference was revenue recognition, and the IASB/FASB were considering two new models: the customer consideration model and the measurement model. This commentary provides some background on revenue recognition, discusses the need for a new model, and presents the two models. The conference discussion highlighted that the two proposed models are based on a single conceptual approach but differ in measurement issues. Key aspects in both models are the identification of contractual performance obligations between the seller and customer (which gives rise to a contract liability) and determining when the performance obligation is satisfied (equivalently, when the contract liability is extinguished) and revenue is recognized.