Limited liability and mechanisms for ignoring it in the legal orders of the Russian Federation and the United States of America

Modern corporate law, as well as the phenomenon of corporation itself, are unthinkable in isolation from the limited liability institution. It should be recognized that the current level of the global economy development has been achieved precisely thanks to the adoption of this institution, which gave rise to the development of a corporate model of business process management. However, the limited liability of investors often leads to the abuse of this right, that is performed by using a legal entity structure for illegal purposes. The legal systems of various states have developed methods to crack down on such offenses, which make it possible in certain cases to disregard the independent legal personality of commercial corporations (companies). The purpose of this article is to explore presented in the legal systems of the Russian Federation and the United States of America theoretical and practical approaches to understanding the limited liability institution, as well as to applying to mechanisms for disregarding it when this right was abused. For this purpose, the author has identified and consistently solved the following research tasks: (1) consider the legal nature of limited liability, as well as the main advantages and disadvantages of integrating this institution into public legal relations; (2) examine the legal basis for applying the doctrine of the corporate veil piercing; (3) study the specific characteristics of the corporate veil reverse piercing doctrine. This research is based on the use of a number of common and special scientific methods for studying social phenomena and processes, including: comparative legal, formal logical, formal legal, dialectical, complex, structural and functional methods and the method of system analysis. The empirical basis of the study consists of current legislative norms and judicial practice materials of two countries, applicable to the problematic field of the research. At the end of the article, the author concludes that the grounds for ignoring the legal personality of corporations (companies) are similar for the legal systems of the Russian Federation and the United States. In the most general form, they can be reduced to three main conditions: (1) the debtor corporation (company) has caused material losses for its creditors; (2) the debtor corporation (company) has lost its autonomy and is under the direct control of affiliates pursuing their own interests; (3) persons, which have effective control over the debtor corporation (company), has abused their rights. It was also found out that in the USA, unlike the Russian Federation, the mechanisms for disregarding the legal personality of a corporation (company) have a clear doctrinal form (alter ego theory, instrumental theory, single enterprise theory). However, the Russian Federation civil legislation allows the judicial organs to apply the corporate veil piercing in practice, which is directly confirmed by the statistical data presented in the article. Unfortunately, the same cannot be said regarding to the mechanism of the corporate veil reverse piercing, which is currently not widespread in the Russian Federation. The author declares no conflicts of interests.

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