Sources of Legal Regulation of Mergers, Acquisitions, Consolidations, Joint Stock Companies in Russia and Corporations in the United States

The article outlines general characteristics of the sources of law, regulating relations associated with mergers, consolidations, acquisitions of joint stock companies in Russia and corporations in the United States respectively in the Russian legislation and the legislation of the United States and...

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Autor principal:	S. E. Kuzmin
Formato:	article
Lenguaje:	EN RU
Publicado:	MGIMO University Press 2015
Materias:	aкциoнеpные общеcтвa mergers consolidations joint stock companies corporations law regulations judicial act judicial precedent International relations JZ2-6530
Acceso en línea:	https://doaj.org/article/3b09bb5c16834852b36c34622299bf63
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spelling	oai:doaj.org-article:3b09bb5c16834852b36c34622299bf632021-11-23T14:50:58ZSources of Legal Regulation of Mergers, Acquisitions, Consolidations, Joint Stock Companies in Russia and Corporations in the United States2071-81602541-909910.24833/2071-8160-2015-1-40-209-214https://doaj.org/article/3b09bb5c16834852b36c34622299bf632015-02-01T00:00:00Zhttps://www.vestnik.mgimo.ru/jour/article/view/282https://doaj.org/toc/2071-8160https://doaj.org/toc/2541-9099The article outlines general characteristics of the sources of law, regulating relations associated with mergers, consolidations, acquisitions of joint stock companies in Russia and corporations in the United States respectively in the Russian legislation and the legislation of the United States and individual States. Both in Russia and in the USA there is a constitutional separation of powers between the Federal authorities and the Subjects of the Federation/States respectively. In both countries legal regulation of mergers and acquisitions of corporations is carried out first of all by a number of laws. These laws fall into three main groups: securities laws, antitrust (competition) laws and civil and joint-stock legislation in Russia and corporate laws in the US. All the three groups are federal laws in Russia, while in the US the first two are federal too, but the last one is state laws. It is necessary to highlight the important role of judicial decisions in the United States on legal regulation of mergers, acquisitions, takeovers in comparison with Russia, which is due to the differences in the legal systems of the states in question. However, although Russia is not a state of case law, such legal acts as the resolution of the Plenum of the Supreme Commercial Court will undoubtedly have an impact on law enforcement practice and, consequently, on the regulation of relevant relations. Of particular importance are the findings of the Constitutional Court, whose decisions may cancel acts or their separate provisions provided they are recognized as unconstitutional. Such acts are repealed. Decisions of courts and other bodies based on acts or their separate provisions, recognized by the Constitutional Court of the Russian Federation unconstitutional, are not subject to execution and shall be revised in accordance with the Federal law. The US case law implies existence of a hierarchy of precedents according to which decisions adopted by the higher courts are binding for cases adjudicated in lower courts. Judicial decisions have a major impact on the regulation of mergers and acquisitions of corporations, in particular, the state corporate Laws. The article analyses the main similarities and differences of sources of legal regulation of mergers, consolidations, acquisitions of joint stock companies in Russia and corporations in the United States.S. E. KuzminMGIMO University Pressarticleaкциoнеpные общеcтвamergersconsolidationsjoint stock companiescorporationslawregulationsjudicial actjudicial precedentInternational relationsJZ2-6530ENRUVestnik MGIMO-Universiteta, Vol 0, Iss 1(40), Pp 209-214 (2015)
institution	DOAJ
collection	DOAJ
language	EN RU
topic	aкциoнеpные общеcтвa mergers consolidations joint stock companies corporations law regulations judicial act judicial precedent International relations JZ2-6530
spellingShingle	aкциoнеpные общеcтвa mergers consolidations joint stock companies corporations law regulations judicial act judicial precedent International relations JZ2-6530 S. E. Kuzmin Sources of Legal Regulation of Mergers, Acquisitions, Consolidations, Joint Stock Companies in Russia and Corporations in the United States
description	The article outlines general characteristics of the sources of law, regulating relations associated with mergers, consolidations, acquisitions of joint stock companies in Russia and corporations in the United States respectively in the Russian legislation and the legislation of the United States and individual States. Both in Russia and in the USA there is a constitutional separation of powers between the Federal authorities and the Subjects of the Federation/States respectively. In both countries legal regulation of mergers and acquisitions of corporations is carried out first of all by a number of laws. These laws fall into three main groups: securities laws, antitrust (competition) laws and civil and joint-stock legislation in Russia and corporate laws in the US. All the three groups are federal laws in Russia, while in the US the first two are federal too, but the last one is state laws. It is necessary to highlight the important role of judicial decisions in the United States on legal regulation of mergers, acquisitions, takeovers in comparison with Russia, which is due to the differences in the legal systems of the states in question. However, although Russia is not a state of case law, such legal acts as the resolution of the Plenum of the Supreme Commercial Court will undoubtedly have an impact on law enforcement practice and, consequently, on the regulation of relevant relations. Of particular importance are the findings of the Constitutional Court, whose decisions may cancel acts or their separate provisions provided they are recognized as unconstitutional. Such acts are repealed. Decisions of courts and other bodies based on acts or their separate provisions, recognized by the Constitutional Court of the Russian Federation unconstitutional, are not subject to execution and shall be revised in accordance with the Federal law. The US case law implies existence of a hierarchy of precedents according to which decisions adopted by the higher courts are binding for cases adjudicated in lower courts. Judicial decisions have a major impact on the regulation of mergers and acquisitions of corporations, in particular, the state corporate Laws. The article analyses the main similarities and differences of sources of legal regulation of mergers, consolidations, acquisitions of joint stock companies in Russia and corporations in the United States.
format	article
author	S. E. Kuzmin
author_facet	S. E. Kuzmin
author_sort	S. E. Kuzmin
title	Sources of Legal Regulation of Mergers, Acquisitions, Consolidations, Joint Stock Companies in Russia and Corporations in the United States
title_short	Sources of Legal Regulation of Mergers, Acquisitions, Consolidations, Joint Stock Companies in Russia and Corporations in the United States
title_full	Sources of Legal Regulation of Mergers, Acquisitions, Consolidations, Joint Stock Companies in Russia and Corporations in the United States
title_fullStr	Sources of Legal Regulation of Mergers, Acquisitions, Consolidations, Joint Stock Companies in Russia and Corporations in the United States
title_full_unstemmed	Sources of Legal Regulation of Mergers, Acquisitions, Consolidations, Joint Stock Companies in Russia and Corporations in the United States
title_sort	sources of legal regulation of mergers, acquisitions, consolidations, joint stock companies in russia and corporations in the united states
publisher	MGIMO University Press
publishDate	2015
url	https://doaj.org/article/3b09bb5c16834852b36c34622299bf63
work_keys_str_mv	AT sekuzmin sourcesoflegalregulationofmergersacquisitionsconsolidationsjointstockcompaniesinrussiaandcorporationsintheunitedstates
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Sources of Legal Regulation of Mergers, Acquisitions, Consolidations, Joint Stock Companies in Russia and Corporations in the United States

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