Features of the Formation of the Will of Joint-Stock Companies Subsidiaries with Predominant State Participation (The Case of Russian Railways)

In the paper, the author examines the independence of joint-stock companies subsidiaries with predominant state participation in decision-making through the prism of the practice of building corporate governance at JSC 'Russian Railways'. The author sets the task to study the limits of participation of the main company in the formation of the will of the management bodies of a subsidiary company using the example of one of the largest Russian joint-stock companies with state participation. The author concludes that the parent company has virtually unlimited powers in determining the subsidiary's decisions, which is generated by the broad approach of the legislator to the definition of the subsidiary. For the first time, the paper identifies two independent forms of determining the decisions of a subsidiary by the main company, which are actively used in practice, but without direct consolidation at the legislative level. They are as follows: the direction to the subsidiaries by the main company of draft local regulations subject to approval by the management bodies of the subsidiary; and issuance by the parent company of instructions for voting at the annual general meeting and the meeting of the board of directors of the subsidiary. The author notes that under the conditions of unlimited powers of the parent company when determining the decisions of the subsidiary company there is the risk of transformation of subsidiaries of joint-stock companies with predominant state participation into nominal structures not interested in high-quality corporate governance, blindly fulfilling the will of the parent company. The material presented in the paper can be used both in further scientific research when studying the issue of independence of subsidiaries of joint-stock companies with predominant state participation, and by practicing lawyers working in joint-stock companies with state participation and their subsidiaries, as well as by state bodies participating in the improvement of corporate law.

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