The paper examines the approach to protecting the interests of legal entity members from the actions of unauthorized bodies that has been established in Russian law colorable practice in the part determined by the problem of the relationship between the internal interests of the corporation's members and the external interests of the corporation's counterparties. The author comes to the conclusion that the «in rem» rules used in the Russian legal order do not contribute to the establishment of a proper balance and give rise to contradictions and uncertainties in civil commerce. Based on foreign experience, the author proposes to exclude the presence of serious flaws in the decision to elect the director of a legal entity from the grounds for concluding that the actions committed by such a person are null and void; instead, the author proposes to pay more attention to taking into account the prudence shown by a counterparty when entering into legal relations with a legal entity.
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